Common use of Closing Deliveries Clause in Contracts

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) facsimile copies of one or more stock certificates certificates, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as provided in Section 4.1(b) hereof), evidencing the Securities Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (orthe “Stock Certificates”), if with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to sixty percent (60.0%) of the number of Shares issuable to such Purchaser), rounded up to the nearest whole share, on the terms set forth therein; (iiiiv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DDate, executed by such counsel and addressed to the Purchasers; and; (ivv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g); and; (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina its jurisdiction of formation issued by the North Carolina Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five (5) business days Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company’s written instructions, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor that is purchasing Company Shares the following (the “Company Deliverables”): (i) this Agreementa stock certificate representing such number of Company Shares equal to the portion of such Investor’s Investment Amount invested at the Closing divided by the Per Share Purchase Price, including registered in the Registration Rights Agreement name of such Investor; (ii) Warrants representing the right to purchase up to 270,000 shares of Common Stock, registered in the name of such Investor and in the management rights agreement amounts set forth on the signature page hereto, in the form of attached hereto as Exhibit FB, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina Old HW, issued by the North Carolina Secretary of StateState of the State of Delaware, each as of a date within five ten (510) business days of the Closing Date; (iv) a certified copy of (i) the Certificate of Incorporation, as amended, of the Company, including the Certificate of Designation (collectively, the “Certificate of Incorporation”) and (ii) the Certificate of Incorporation, as amended, of Old HW, certified by the Secretary of State of the State of Delaware as of a date within ten (10) days of the Closing Date; (v) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company’s board of directors in a form reasonably acceptable to such Investor, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing; (vi) the Investors’ Rights Agreement Amendment and any other Transaction Documents which the Company is required to execute hereunder, duly executed by the Company; (vii) the legal opinion of Company Counsel in substantially the form previously provided to the Investors, addressed to the Investor; (viii) the certificates set forth in Section 5.1 of this Agreement; and (ix) such other documents relating to the transactions contemplated by this Agreement as such Investor or its counsel may reasonably request. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) this Agreementthe portion of its Investment Amount invested at the Closing, including in United States dollars, by wire transfer of immediately available funds to an account designated in writing by the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Company for such purpose attached hereto at Exhibit F, duly executed by such PurchaserC; and (ii) its Subscription Amountthe Investors’ Rights Agreement Amendment, in U.S. dollars and in immediately available fundsduly executed by such Investor, in the amount indicated below such Purchaser’s name on the applicable signature page form attached hereto by wire transfer in accordance with the Company’s written instructions.as Exhibit D.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, will deliver or cause to be delivered to each Purchaser the following Buyer (the “"Company Deliverables”Documents"): (iA) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit Fitems required to be delivered to Buyer pursuant to Section 8, duly executed by the Company;Company where so required, (iiB) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser);omitted, (iiiC) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)'s counsel, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement in form, scope and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as substance reasonably satisfactory to the signatures Buyer and authority of persons signing in substantially the same form as Exhibit F attached hereto in relation to the Company, the applicable Debenture, the applicable Warrant and the Transaction Documents and related documents on behalf ("Closing Legal Opinion"), (D) a duly executed Debenture with a principal amount equal to such Buyer's Subscription Amount, divided by 0.8 to account for the Original Issue Discount, registered in the name of such Buyer, (E) a duly executed Warrant registered in the name of such Buyer to purchase up to a number of shares of Common Stock equal to the Warrant Amount (as defined in Section 1(b)(iv)) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(iv)) subject to adjustment therein, (F) Limited Standstill Agreements, duly executed by each of the CompanyDesignated Insiders (as defined in Section 4(m)); (v) the certificate referred to in Section 5.1(g); and (viG) The Company shall have delivered to such Buyer a true copy of certificate evidencing the formation and good standing of each of the Company and the Bank each of its Subsidiaries in North Carolina such entity's jurisdiction of formation issued by the North Carolina Secretary of StateState (or comparable office) of such jurisdiction, as of a date within 10 days of the Closing Date. (H) The Company shall have delivered to such Buyer a true copy of certificate evidencing the Company's qualification as a foreign corporation and good standing issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company conducts business, as of a date within five (5) business days of the Closing Date. (bI) On or The Company shall have delivered to such Buyer a certified copy of the Certificate of Incorporation as certified by the Secretary of the State of Delaware as of a date that is five (5) days prior to the ClosingClosing Date. On the Closing Date, each Purchaser Buyer shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”"Buyer Documents"): (iA) this Agreement, including Securities Purchase Agreement and the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; andBuyer, (iiB) its such Buyer's Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto Amount by wire transfer to the account as specified in accordance with writing by the Company’s written instructionsCompany (subject to offsets for any expenses to which such Buyer is entitled).

Closing Deliveries. (a) On or prior to At the Closing, the Company parties shall issue, deliver or cause to be delivered the following: (a) Each Contributor shall deliver to each Purchaser the following (Company the “Company Deliverables”):following: (i) this a copy of the Contribution and Assumption Agreement, including duly executed by such Contributor; (ii) an affidavit from such Contributor substantially in the form attached hereto as Exhibit G, duly executed by such Contributor; (iii) a copy of the Registration Rights Agreement and the management rights agreement substantially in the form attached hereto as Exhibit H (the “Registration Rights Agreement”), duly executed by such Contributor; (iv) with respect to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, a copy of the Stockholders Agreement substantially in the form attached hereto as Exhibit FI (the “Stockholders Agreement”), duly executed by ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, as applicable; (v) any other documents that are in the possession of such Contributor or which can be obtained through such Contributor’s reasonable efforts which are reasonably requested by the Company or reasonably necessary or desirable to assign, transfer, convey, contribute and deliver the Remaining Company Interests and effectuate the transactions contemplated hereby; and (vi) a certification regarding the accuracy in all material respects of the representations and warranties of the Contributors contained in this Agreement as of the Closing Date. (b) The Company shall deliver to each Contributor the following: (i) the Share Certificates or evidence of delivery of uncertificated Common Shares by book-entry and/or other evidence of the transfer of Common Shares to such Contributor; (ii) a copy of the Contribution and Assumption Agreement, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as copy of the Closing Date and in the form attached hereto as Exhibit DRegistration Rights Agreement, duly executed by such counsel and addressed to the PurchasersCompany; and (iv) a certificate certification regarding the accuracy in all material respects of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors representations and warranties of the Company or a duly authorized committee thereof approving the transactions contemplated by contained in this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (bc) On or prior to the Closing, each Purchaser The Company shall deliver or cause to be delivered to ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ a copy of the Company the following (the “Purchaser Deliverables”): (i) this Stockholders Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars the Company and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsColumn.

Closing Deliveries. At the Closing: (a) On or prior the Shareholder will deliver to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (i) this Agreement, including stock certificates representing all of the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed Shares together with such stock powers signed by the CompanyShareholder as Buyer may reasonably request; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days representing all of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered outstanding shares in the name Subsidiaries of such Purchaser (or, if the Company ▇▇▇▇▇▇▇▇ or affidavits and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities indemnities of DTC representing the Common Shares registered loss in the name of such Purchaser)lieu thereof; (iii) a legal opinion certificate of Company Counsel, dated as each officer and director of the Closing Date Companies that he or she has no claim of any kind against the Companies and, if required by Buyer prior to Closing, the resignation of each officer and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; anddirector; (iv) a certificate the original record books, minute books and equity ownership register of the Secretary of the Company, in the form attached hereto as Exhibit E Companies; (the “Secretary’s Certificate”), v) a non-foreign affidavit dated as of the Closing Date, sworn under penalty of perjury and in form and substance required under the Treasury Regulations issued pursuant to Code Section 1445 stating that the Shareholder is not a “foreign person” as defined in Code Section 1445; (avi) certifying the resolutions adopted a certificate, signed by the Board of Directors an executive officer of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement Shareholder and the other Transaction Documents and the issuance dated as of the SecuritiesClosing Date, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures matters set forth in Sections 7.1 and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g7.2(a); and (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, such other documents as of a date within five (5) business days of the Closing DateBuyer or its counsel may reasonably request. (b) On or prior Buyer will deliver to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Shareholder: (i) this Agreement, including the Registration Rights Agreement and, with respect Purchase Price to be paid to the Lead Investors, the management rights agreement Shareholder at Closing in the form of Exhibit F, duly executed by such Purchaseraccordance with Section 2.2; and (ii) a certificate, signed by an executive officer of Buyer and dated as of the Closing Date, certifying as to the matters set forth in Sections 8.1 and 8.2(a); (iii) such other documents as the Shareholder or its Subscription Amount, in U.S. dollars counsel may reasonably request. (c) the Companies and in immediately available funds, the Shareholder shall enter into a supply agreement (the “Simex Supply Agreement”) in the amount indicated below such Purchaser’s name form set forth herein in Exhibit A, pursuant to which the Companies will agree to supply vinyl extruded products and patio doors to the Shareholder and its Affiliates on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsterms and conditions set forth therein.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall will issue, deliver or cause to be delivered to the Purchaser (or to each Purchaser Individual Purchaser, as the case may be) the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates certificates, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as expressly provided in Section 4.2(b)), evidencing the Securities subscribed Shares to be purchased by each Individual Purchaser, which for any such Individual Purchaser shall be equal to (A) ( 1) the aggregate number of shares of Common Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser hereunderin Annex I hereto, and (B) (1) the aggregate number of shares of Nonvoting Preferred Stock to be purchased by the Purchaser, multiplied by (2) the percentage allocation specified for such Individual Purchaser in Annex I hereto, registered in the name of the applicable Individual Purchaser or as otherwise set forth on such Purchaser Individual Purchaser’s Stock Certificate Questionnaire included as Exhibit A hereto (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser“Stock Certificates”); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and Date, in substantially the form attached hereto as Exhibit DB, executed by such counsel and addressed to the Purchasers; andPurchaser, which opinion shall be identical in all material respects to any opinion that may be delivered to the Other Purchasers as part of the Private Placement; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by the Transaction Documents, including the issuance of the Shares under this Agreement and the other Transaction Documents and shares of Common Stock under the issuance of the SecuritiesOther Purchase Agreements, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, Constituent Documents of the Company Company, and (c) certifying as to the signatures and authority of persons the individuals signing the Transaction Documents and related documents on behalf of the Company; (vvi) a certificate of the certificate referred Chief Executive Officer of the Company, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.l(a), 5.l(b) and 5.lG); and (vivii) The Company shall have delivered a certificate evidencing the formation Certificate of Good Standing and good standing a Certificate of each of Existence for the Company and from the Bank in North Carolina issued by the North Carolina Louisiana Secretary of State, State dated as of a date within five (5) business days of the Closing Daterecent date. (b) On At or prior to the Closing, the Purchaser (or each Purchaser shall Individual Purchaser, as the case may be) will deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such each Individual Purchaser; and; (ii) its the Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; provided that each Individual Purchaser shall so deliver its portion of the Subscription Amount in the amount specified for such individual in Annex I hereto. (iii) the Registration Rights Agreement, duly executed by each Individual Purchaser; and (iv) a fully completed Stock Certificate Questionnaire for each Individual Purchaser in the form attached hereto as Exhibit A.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, will deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (iA) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit Fitems required to be delivered to Buyer pursuant to Section 8, duly executed by the Company;Company where so required, (iiB) one certificates representing the applicable Debenture and Warrant, (C) a certificate ("CLOSING CERTIFICATE") signed by its chief executive officer or more stock certificates chief financial officer (1) representing the truth and warrant certificates (if physical certificates are required accuracy of all the representations and warranties made by the Purchaser Company contained in this Agreement, as of the applicable Closing Date, as if such representations and warranties were made and given on all such dates, (2) adopting the covenants and conditions set forth in this Agreement in relation to be held immediately prior to Closing; if notthe applicable Debenture and Warrants, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing (3) representing the timely compliance by the Company with the original stock certificates Company's registration requirements set forth in the Registration Rights Agreement, and (4) certifying that an Event of Default has not occurred, (D) a legal opinion in substantially the form of Exhibit E attached hereto in relation to be delivered within three Business Days of the Closing DateCompany, the applicable Debenture, the applicable Warrant and the Transaction Documents ("CLOSING LEGAL OPINION"), evidencing the Securities subscribed for by Purchaser hereunder, (E) a Debenture with a principal amount equal to such Buyer’s Original Principal Amount, registered in the name of such Purchaser Buyer, (or, if the Company and such Purchaser agree, the Company shall cause to be made F) a book-entry record through the facilities of DTC representing the Common Shares Warrant registered in the name of such PurchaserBuyer to purchase up to a number of shares of Common Stock equal to the Warrant Amount (as defined in Section 1(b)(v);) with an exercise price equal to the Initial Warrant Exercise Price (as defined in Section 1(b)(v)) subject to adjustment therein, and (iiiG) a legal opinion of the Intercreditor Agreement duly executed by the Company Counseland the buyers signatory to the Securities Purchase Agreement, dated as of April 16, 2007, between the Closing Date Company and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andbuyers; (ivH) a certificate of the Secretary of the CompanyLimited Standstill Agreements, in the form attached hereto of Exhibit F hereto, duly executed by each of the Designated Insiders (as Exhibit E (the “Secretary’s Certificate”defined in Section 4(r), dated as of ). On the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser Buyer shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (iA) this Securities Purchase Agreement, including the Registration Rights Agreement and, with respect to the Lead InvestorsAgreement, the management rights agreement in Security Agreement and the form of Exhibit F, Intercreditor Agreement duly executed by such Purchaser; and Buyer, (iiB) its Subscription Amount, in U.S. dollars and in immediately available funds, funds in the amount indicated below of such PurchaserBuyer’s name on the applicable signature page hereto Purchase Price by wire transfer to the account as specified in accordance with writing by the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser and Other Investor the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three two Business Days of the Closing Date), evidencing the Securities shares of Common Stock subscribed for by Purchaser hereunder, registered in the name of such Purchaser or its nominee (the “Stock Certificates”) (or, if the Company and such Purchaser or Other Investor agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the shares of Common Shares Stock registered in the name of such PurchaserPurchaser or its nominee); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DC, executed by such counsel and addressed to the Purchasers; and; (iv) a copy of the Tax Opinion; (v) the Registration Rights Agreement, duly executed by the Company; (vi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesCommon Stock, (b) certifying the current versions of the articles Articles of incorporation, as amended, Incorporation and by-laws, as amended, Bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvii) a certificate, dated as of the certificate referred Closing Date and signed by its Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Section 5.1(g)Sections 5.1(a) and (b) in the form attached hereto as Exhibit F; and (viviii) The Company shall have delivered a certificate evidencing the formation and good standing Certificate of Existence for each of the Company and the Bank in North Carolina issued by from the North Carolina Secretary of State, State as of a date within five (5) business days of the Closing Daterecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) subject to a satisfactory pre-closing in form and substance satisfactory to each Purchaser, each Purchaser that does not require physical possession of a stock certificate prior to funding shall deliver to the Escrow Agent, pursuant to the Escrow Agreement, its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with at least one (1) Business Day prior to the Closing Date to the account provided by the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibits B-1.

Closing Deliveries. (a) On or prior to At the Closing, the Company Sellers shall issue, deliver or cause to be delivered to each the Purchaser the following (the “Company Seller Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, The duly executed Assignment by the CompanySellers; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days The duly executed signature page of the Closing Date), evidencing Registration Rights Agreement for the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Sellers; (iii) a legal opinion A certificate executed by each Seller to the effect that, except as otherwise stated in such certificate, each of Company Counsel, dated such Seller’s representations and warranties in this Agreement was accurate in all material respects as of the Closing Date date of this Agreement and is accurate in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated all material respect as of the Closing Date, ; (aiv) certifying the resolutions adopted The Amended and Restated NP Operating Agreement executed by the Board each member of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyNP; (v) the certificate referred to in Section 5.1(g)The Bogachev Indemnity, executed by ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇; and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each Such other documents, certifications or evidence of the Company and the Bank in North Carolina issued Sellers’ authority reasonably requested by the North Carolina Secretary of StatePurchaser or its counsel, as of a date within five (5) business days of the Closing Datewell as such other documents or instruments contemplated by this Agreement. (b) On or prior to At the Closing, each the Purchaser shall deliver or cause to be delivered to the Company Sellers the following (the “Purchaser Deliverables”): (i) this AgreementA certificate or certificates representing the shares of the Purchaser Common Stock issuable to the Sellers pursuant to Section 2.2(a), including provided, however, that the Purchaser’s delivery shall be subject to compliance with NASDAQ notification rules for insider issuances and such time as is necessary for AST to issue such certificate(s); (ii) The balance of the Purchase Price in immediately available funds pursuant to Section 2.2(b); (iii) The duly executed acceptance of the Assignment by the Purchaser; (iv) The duly executed signature page of the Registration Rights Agreement and, with respect for the Purchaser; (v) A certificate executed by the Purchaser to the Lead Investorseffect that, except as otherwise stated in such certificate, each of the management rights agreement Purchaser’s representations and warranties in this Agreement was accurate in all material respects as of the form date of Exhibit F, this Agreement and is accurate in all material respects as of the Closing Date; (vi) A duly executed by such counterpart signature page to the NP Operating Agreement for the Purchaser; and (iivii) its Subscription AmountSuch other documents, in U.S. dollars and in immediately available funds, in certifications or evidence of the amount indicated below such Purchaser’s name on authority reasonably requested by the applicable signature page hereto Sellers or their counsel, as well as such other documents or instruments contemplated by wire transfer in accordance with the Company’s written instructionsthis Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) a copy of the Company’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates certificates, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as expressly provided in Section 4.1(b) hereof), evidencing the Securities subscribed for by Purchaser hereundersuch number of Common Shares set forth on such Investor’s signature page to this Agreement, registered in the name of such Purchaser Investor; (oriii) Warrants, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered issued in the name of such Purchaser)Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth on such Investor’s signature page to this Agreement; (iiiiv) duly executed Transfer Agent Instructions acknowledged by the Company’s transfer agent; (v) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as of Exhibit DC, executed by such counsel and addressed delivered to the Purchasers; andInvestors; (ivvi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended, amended and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvii) a certificate of the certificate referred Chief Executive Officer or Chief Financial Officer of the Company, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(g5.1(a) and (b); and (viviii) The Company shall have delivered a certificate evidencing Lock-up Agreement, substantially in the formation and good standing form of Exhibit F hereto (the “Lock-up Agreement”) executed by each of the Company officers and the Bank directors listed on Exhibit G hereto, and each Lock-up Agreement shall be in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of full force and effect on the Closing Date. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; andthe Investor; (ii) its Subscription Amount, the purchase price set forth on such Investor’s signature page to this Agreement in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing to such Investor by the Company’s written instructionsCompany for such purpose; and (iii) fully completed and duly executed Stock Certificate Questionnaire, Registration Statement Questionnaire, and Investor Certificate in the forms attached hereto as Exhibits ▇-▇, ▇-▇ and B-3, respectively.

Closing Deliveries. Upon the terms and subject to the condition of this Agreement, to consummate the transactions set forth in Section 1.02 and without double-counting any amount transferred at closing pursuant to any Related Agreement, at the Closing: (a) On subject to any adjustment pursuant to Sections 1.05(c) and 5.21, Purchaser shall, on behalf of itself and/or one or more of its Affiliates, pay to Sellers an aggregate amount in cash equal to $2,000,000,000 (the “Purchase Price”) by wire transfer of immediately available funds in the amounts and to the account(s) designated by LNC in writing at least three (3) Business Days prior to the ClosingClosing Date, with the exact amount of each payment to be determined according to the allocation methodology provided for in Section 5.23 hereof; (b) Lincoln Life, LAL and Lincoln Barbados shall cede or retrocede to Purchaser (or a Purchaser Affiliate) the Insurance Contracts and Purchaser (or a Purchaser Affiliate) shall reinsure the Insurance Contracts pursuant to the Reinsurance Agreements; (c) LNC shall deliver to Purchaser (or a Purchaser Affiliate) certificates representing, all the outstanding capital stock of Lincoln Bermuda, Linsco, Old Fort, LRRMS, LNMS, LNRM, LNSS, LNII, Lincoln China and KLRS and (ii) all of the outstanding capital stock of SER owned by LNC, in each case, accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (d) Lincoln Life shall deliver to Purchaser (or a Purchaser Affiliate) certificates representing all the outstanding capital stock of LNH&C and LNRAC, in each case, accompanied by stock powers duly executed in blank or duly executed instruments of transfer; (e) LNC and Lincoln Life will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by them (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(d)) by a ▇▇▇▇ of Sale and General Assignment; (f) Lincoln Barbados will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(e)) by a ▇▇▇▇ of Sale; (g) LAL will transfer to Purchaser (or a Purchaser Affiliate) the Transferred Assets owned by it (including Investment Assets and Transferred Statutory Assets having a value determined pursuant to Section 1.04(f)) by a ▇▇▇▇ of Sale; (h) LNC, Lincoln Life, LAL and Lincoln Barbados shall transfer to Purchaser (or a Purchaser Affiliate), and Purchaser (or a Purchaser Affiliate) shall assume, the Company shall issue, deliver or cause Assumed Liabilities pursuant to be delivered to each Purchaser the following (LNC and Lincoln Life Assumption of Liabilities and Assignment of Contracts Agreement and the “Company Deliverables”):Lincoln Barbados Assumption of Liabilities and Assignment of Contracts Agreement; (i) this AgreementTo document the transactions set forth in Section 1.02 and certain related transactions, including the Registration Rights Agreement Sellers shall, and shall cause each applicable Company to, enter into and/or deliver and Purchaser and the management rights agreement in Purchaser Affiliates shall, as applicable, enter into and deliver: (i) the form of Exhibit F, duly executed by the CompanyLincoln Life Coinsurance Agreement; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Lincoln Life Funds Withheld Coinsurance Agreement; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andLincoln Life Modified Coinsurance Agreement; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyLincoln Life Administrative Services Agreement; (v) the certificate referred to in Section 5.1(g); andLincoln Barbados Coinsurance Agreement; (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date.Lincoln Barbados Funds Withheld Coinsurance Agreement; (bvii) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Lincoln Barbados Modified Coinsurance Agreement; (iviii) this the Lincoln Barbados Coinsurance/Modified Coinsurance Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.;

Closing Deliveries. (ai) On At or prior to the applicable Closing, each Subscriber participating in such Closing shall deliver to the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Company: (iA) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, a duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies copy of such certificates shall suffice for purposes of Closing this Agreement together with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and duly executed Investor Questionnaire in the form attached hereto as Exhibit DA, executed by such counsel and addressed completed to the Purchaserssatisfaction of the Company; (B) the Subscription Amount in the manner prescribed by Section 1.2 hereto; and (ivC) a certificate of duly executed counterpart signature page to the Secretary of the CompanyRegistration Rights Agreement, in the form attached hereto as Exhibit E [D] (the “Secretary’s CertificateRegistration Rights Agreement”). (ii) At the final Closing, the Company shall deliver to the Placement Agent the legal opinion of counsel to the Company, dated as of the initial Closing Datedate, in form and substance reasonably satisfactory to counsel for the Placement Agent. (aiii) At or prior to the applicable Closing, the Company shall deliver to the Subscribers: (A) fully executed Notes for the Subscription Amount and on the last closing fully executed Warrants, against payment therefor; (B) at the final closing a duly executed Officer’s Certificate certifying (A) the resolutions adopted Company has performed in all material respects all obligations required to be performed by it at or prior to or contemporaneously with the Board of Directors closing under this Agreement, and (B) the representations and warranties of the Company or a duly authorized committee thereof approving set forth in Section 2.1 herein were true and correct in all material respects as of the transactions contemplated by date of this Agreement and the other Transaction Documents are true and the issuance correct in all material respects as of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g)applicable Closing; and (viC) The Company shall have delivered at the final closing a certificate evidencing duly executed Secretary’s Certificate certifying (A) the formation and good standing of each resolutions of the Company and the Bank in North Carolina issued by the North Carolina Secretary Company’s Board of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): Directors approving (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead InvestorsAgreement, the management rights agreement Notes, the Warrants, the PA Warrants, and each of the other agreements and documents entered into or delivered by the parties hereto in connection with the form of Exhibit F, duly executed by such Purchaser; and transactions contemplated hereby or thereby (the “Transaction Documents”) and (ii) its Subscription Amountthe consummation of the transactions contemplated hereby and thereby. (iv) At each Closing, in U.S. dollars the Company shall deliver to the Placement Agent the applicable cash Commission and in immediately available fundsat the final closing the PA Warrants dated as of the final Closing date. (v) At or before the final Closing of the Offering, the Company shall deliver to each of the Subscribers in the amount indicated below such Purchaser’s name on Offering, a fully executed and compiled copy of the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsRegistration Rights Agreement.

Closing Deliveries. (a) On The purchase and sale of the Shares shall be held on or prior to before August 12, 2016 (the "Closing"). (b) At the Closing, the Company Seller shall issue, deliver or cause to be delivered to each Purchaser the following Purchaser’s legal counsel (the “Company Deliverables”):"Counsel") (i) this Agreement, including stock certificates evidencing the Registration Rights Agreement and Shares Sold (the management rights agreement in the form of Exhibit F“Certificates”), duly endorsed in blank or accompanied by stock powers duly executed by in blank with medallion guarantee, or other instruments of transfer in form and substance reasonably satisfactory to Purchaser (the Company; “Transfer Documents”); and (ii) one documents to substantiate identification of Seller (i.e. driver’s license or more stock certificates Passport) and warrant certificates (if physical certificates are iii) such other documents as may be required under applicable law or reasonably requested by the Purchaser. Purchaser to be held immediately acknowledges that prior to Closing; if not, then facsimile or “.pdf” copies of Counsel received to such certificates shall suffice for purposes of Closing with the original stock certificates Counsel's full satisfaction, subject to be delivered within three Business Days Seller’s representations below, (i) documentary evidence of the Closing Date)Seller’s purchase of and payment for the Shares Sold (i.e. cancelled check, evidencing the Securities subscribed for by Purchaser hereunder, registered wire confirmation or bank statement) and (ii) due recordation in the name Company's share register of such Purchaser (or, if the Company Purchaser's full and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed unrestricted title to the Purchasers; andShares Sold. (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within At least five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver the Purchase Price to Counsel by wire transfer or cause other means of immediately available funds and provided evidence thereof to be delivered Seller. Upon receipt, Counsel shall then deliver the Certificates and Transfer Documents to the Company the following (the “Purchaser Deliverables”): Company’s transfer agent. Upon confirmation by Company's transfer agent of (i) this Agreementthe receipt of the Certificates and Transfer Documents, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars that no further documentation is required to transfer the Shares Sold to the Purchaser; and in immediately available funds, (iii) confirmation that there have been no changes in the amount indicated below such PurchaserCompany’s name on capitalization as represented to the applicable signature page hereto Purchaser by the Company as of the date of this Agreement;; then Counsel shall promptly, and no later than one business day after confirmation thereof by the Company's transfer agent, deliver to the Seller the Net Cash Purchase Price by wire transfer in accordance to the account set forth on Exhibit B. Seller hereby authorizes the Purchaser to deduct from its Cash Purchase Price, the sum of $750.00 as payment to Counsel to cover the closing administrative costs of the disbursement of the Purchase Price and other administrative costs associated with the Company’s written instructionsClosing.

Closing Deliveries. (a) On or prior to the Closing (or any Subsequent Closing, in which case references to the “Closing Date” below shall be understood to mean the Subsequent Closing Date), the Company shall issue, deliver or cause to be delivered to each Purchaser Celgene Switzerland the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the CompanyCompany (only on the Closing Date); (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser Shares (or, if with respect to the Company and such Purchaser agreeSubsequent Closing, the Company shall cause to be made a Applicable Subsequent Closing Shares) in book-entry record through the facilities form, free and clear of DTC representing the Common Shares registered all restrictive and other legends (except as provided in the name of such PurchaserSection 4.1(b) hereof); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary or Assistant Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents this Agreement and related documents on behalf of the Company, in the form attached hereto as Exhibit A; (viv) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of Delaware, as of a date within five (5) business days Trading Days of the Closing Date; and (v) a certified copy of the Company’s restated certificate of incorporation, as certified by the Secretary of State of Delaware as of a date within five (5) Trading Days of the Closing Date. (b) On or prior to the Closing or Subsequent Closing, each Purchaser as applicable, Celgene Switzerland shall deliver or cause to be delivered to the Company the following (the “Purchaser Celgene Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaserthe Celgene Parties; and (ii) its Subscription Amountthe purchase price for the Closing Shares (or, with respect to a Subsequent Closing, the Applicable Subsequent Closing Shares) as provided in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsSection 2.1(c).

Closing Deliveries. (a) On or prior to At the Closing, the Company Buyer shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser HD Supply (or one or more other Sellers designated by HD Supply) the following (the “Company Deliverables”):following: (i) this Agreementpayment, including by wire transfer(s) to one or more bank accounts designated in writing by HD Supply (such designation to be made by HD Supply at least two (2) Business Days prior to the Registration Rights Agreement and Closing Date), of an amount in immediately available Dollars equal to the management rights agreement in the form of Exhibit FClosing Purchase Price, duly executed by the Companyless any deduction, exception, set off or withholding required under applicable Law; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates certificate to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause pursuant to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such PurchaserSection 7.3(c); (iii) a legal opinion of Company Counsel, dated as counterpart of the Closing Date and Transition Services Agreement substantially in the form attached hereto as Exhibit D2.8(a)(iii) hereto (the “Transition Services Agreement”), duly executed by such counsel and addressed to the PurchasersBuyer (or one or more Affiliates of Buyer designated by Buyer); and (iv) a certificate counterpart of (A) the Secretary Assignment and Assumption Agreement and ▇▇▇▇ of Sale for the CompanyPurchased Assets and the Assumed Liabilities, substantially in the form attached hereto as Exhibit E 2.8(a)(iv)(A) (the “Secretary’s CertificateAssignment Agreement and ▇▇▇▇ of Sale”), dated as and (B) the General Conveyance and Assumption of Liabilities Agreement (for the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement Purchased Assets and the other Transaction Documents Assumed Liabilities located in Canada), substantially in the form attached as Exhibit 2.8(a)(iv)(B) (the “General Conveyance and Assumption of Liabilities Agreement”), each by and between the issuance applicable Seller and Buyer (or one or more Affiliates of the SecuritiesBuyer designated by Buyer), duly executed by Buyer (or one or more Affiliates of Buyer designated by Buyer). (b) certifying At the current versions Closing, HD Supply shall deliver, or cause to be delivered, to Buyer the following: (i) the certificate to be delivered pursuant to Section 7.2(c); (ii) a counterpart of the articles Transition Services Agreement duly executed by each Seller named as a party thereto; (iii) certificates evidencing the Purchased Company Equity Interests, to the extent applicable, duly endorsed in blank or with stock or transfer powers duly executed in proper form for transfer, or other appropriate instrument of incorporationassignment and transfer; (iv) a counterpart of (A) the Assignment Agreement and ▇▇▇▇ of Sale and (B) the General Conveyance and Assumption of Liabilities Agreement, duly executed by each Seller named as amendeda party thereto, together with such other deeds of conveyance, bills of sale and by-laws, other instruments as amended, may be reasonably required by the Buyer to complete the transfer of the Company Purchased Assets and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyAssumed Liabilities; (v) a release, in a form mutually agreed upon by Buyer and Sellers, executed by Bank of America, N.A. (“BoA”) as administrative agent and collateral agent under the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation Credit Agreement, dated as of April 12, 2012, by and good standing of each of the Company among HD Supply, BoA and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement andlenders from time parties thereto, with respect to the Lead Investorsguarantee obligations thereunder of the Purchased Companies and their Subsidiaries; (vi) a release, in a form mutually agreed upon by Buyer and Sellers, executed by General Electric Capital Corporation (“GECC”), as administrative agent and U.S. ABL collateral agent, and GE Canada Finance Holdings Company (“GECF”), as Canadian agent and Canadian collateral agent, under the management rights agreement ABL Credit Agreement, dated as of April 12, 2012, by and among HD Supply, HD Supply Canada, Inc., GECC, GECF and the lenders from time to time parties thereto, with respect to the guarantee obligations thereunder of the Purchased Companies and their Subsidiaries; (vii) special warranty deeds, or comparable instruments of transfer and assignment, with respect to the Owned Real Property that is not currently owned by a Purchased Company or a Subsidiary of a Purchased Company transferring title to such Owned Real Property into a Purchased Company or a Subsidiary of a Purchased Company; (viii) a lease assignment, sublease or comparable or necessary instruments of transfer and assignment and to the extent applicable, in a form acceptable for recording in the local land records office, with respect to the Transferred Leased Property that is not currently leased by a Purchased Company or a Subsidiary of a Purchased Company; (ix) all appropriate releases and discharges releasing and terminating (i) Liens relating to the mortgage listed on Section 2.8(b)(ix) of the Seller Disclosure Schedules and (ii) any and all Liens on the Purchased Company Equity Interests or Purchased Assets which are in favor of Wilmington Trust, National Association; and (x) a duly executed certificate of non-foreign status from each Seller (or, if a Seller is disregarded as an entity separate from its owner for U.S. federal tax purposes, from such Seller’s owner), substantially in the form of Exhibit Fthe sample certification set forth in Treasury Regulation Section 1.1445-2(b)(2)(iv)(B); provided, duly executed that if a Seller fails to deliver such certificate, Buyer shall be permitted to withhold from the consideration payable pursuant to this Agreement to such Seller any amount required by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in Section 1445 of the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsCode.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver (or cause to be delivered delivered) to each Purchaser the following (the “Company Deliverables”):Investor, in addition to all other closing deliveries set forth in Section 5 and Section 6, pursuant to Section 2.1: (i) this Agreement, including a copy of the Registration Rights Agreement and Register of Members of the management rights agreement in the form of Exhibit FCompany, duly executed certified by the registered agent of the Company, updated to reflect the subscription of the Subscription Shares by each of the Investors; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies a copy of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered duly executed share certificate issued in the name of such Purchaser Investor representing the Subscription Shares being issued to the Investor at the Closing, with the original (or, if duly executed for and on behalf of the Company and such Purchaser agree, the Company shall cause Company) to be made a book-entry record through delivered to the facilities of DTC representing Investors within ten (10) Business Days after the Common Shares registered in the name of such Purchaser)Closing; (iii) a legal opinion of Company Counsel, dated as copy of the Closing Date Register of Directors of the Company evidencing the appointment of the Investor Director; (iv) a copy of the Memorandum and Articles duly adopted by the Company’s Board and shareholders in the form attached hereto as Exhibit A, with evidence of the filing of such adopted Memorandum and Articles with the Registrar of Companies in the Cayman Islands to be delivered to the Investors within ten (10) Business Days after the Closing; (v) a copy of the Investors’ Rights Agreement duly executed by the Company, the Founder Parties and the Angel Investor Parties in the form attached hereto as Exhibit C; (vi) a copy of the Director Indemnification Agreement duly executed by the Company in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (ivvii) a certificate duly executed by one director of the Secretary Company (a) stating that the conditions specified in Section 5 have been fulfilled as of the CompanyClosing and (b) attaching thereto copies of all resolutions that shall approve the transactions contemplated under the Transaction Documents, including without limitation, (i) the adoption of the Memorandum and Articles in the form attached hereto as Exhibit E A, (ii) the “Secretary’s Certificate”), dated as adoption of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Investors’ Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form attached hereto as Exhibit C, and (iii) the adoption of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, the Director Indemnification Agreement in the amount indicated below such Purchaser’s name on the applicable signature page form attached hereto by wire transfer in accordance with the Company’s written instructions.as Exhibit D.

Closing Deliveries. (a) On At or prior to the before Closing, the Company Contributor shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser Company the following (the “Company Deliverables”):items for each Property, if applicable: (i) this Agreement, including a Rent Roll dated as of five (5) days of the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company;date hereof. (ii) one or more stock certificates an executed and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies acknowledged counterpart of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and that certain Tax Protection Agreement substantially in the form attached hereto as Exhibit D“A” (“Tax Protection Agreement”), executed by such counsel and addressed to dated the Purchasers; anddate hereof; (iviii) a certificate executed and acknowledged counterparts of the Secretary of the Company, those certain management agreements substantially in the form attached hereto as Exhibit E “B” (collectively, the “Secretary’s CertificateManagement Agreement”), dated the date hereof; (iv) an executed and acknowledged counterpart of that certain OP Unit Purchase Agreement substantially in the form attached hereto as of Exhibit “C” (the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company“OP Unit Purchase Agreement”); (v) executed and acknowledged counterparts of the certificate referred Accredited Investor Questionnaire in the form attached hereto as Exhibit “D”; (vi) documents conveying all of Contributor’s interest in each of the Entities to in Section 5.1(g)Company; and (vivii) The such other documents as may be specifically required under this Agreement, and such other customary documents as shall be necessary and appropriate to effect the Closing. (b) At or before Closing, Company shall have delivered deliver to Contributor the following items for each Property, if applicable: (i) the Contribution Consideration; (ii) a certificate evidencing duly executed counterpart of such disclosures and reports as are required of Company by applicable state and local law in connection with the formation and good standing of each conveyance of the Property; (iii) the Tax Protection Agreement, executed by Company and the Bank REIT; (iv) duly executed counterparts of the Management Agreement; (v) an executed and acknowledged counterpart of the OP Unit Purchase Agreement; (vi) an assumption of the Existing Loans in North Carolina issued the form or forms required by the North Carolina Secretary Existing Lenders; and (vii) such other documents as may be specifically required under this Agreement, and such other customary documents as shall be necessary and appropriate to effect the Closing. (c) If not previously provided to Company, Contributor shall deliver to Company originals of State, as of a date within five the Leases (5if originals are in Contributor’s possession or control) business days of promptly following the Closing Date. (bd) On or prior The form documents attached as exhibits to this Agreement are deemed acceptable to Company and Contributor. Company and Contributor shall each deposit such other instruments as are reasonably required to consummate the Closing, each Purchaser shall deliver or cause to be delivered to contribution of the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer Properties in accordance with the Company’s written instructionsterms hereof.

Closing Deliveries. (a) On At the Closing, Purchaser and each other Investor will deliver, or execute and deliver as applicable, to the Company: (i) the Exit Loan Facility Agreements to which such Investor is a party; (ii) the Purchase Shares Purchase Price by wire transfer of immediately available funds to the account designated by the Company at least two business days prior to the Closing Date; and (iii) the initial advances and the initial letters of credit contemplated by the Exit Loan Facility and the Restructuring. The Purchase Shares Purchase Price and the initial advances to be made under the Exit Loan Facility may be paid in part from the release to the Company of the Purchaser's ▇▇▇▇▇▇▇ money deposit (together with earnings thereon) made pursuant to Section 1.2 hereof. (b) At the Closing, the Company, and to the extent applicable, its Subsidiaries, will deliver, or execute and deliver as applicable, to Purchaser and the other Investors: (i) the Exit Loan Facility Agreements; (ii) the Registration Rights Agreement; (iii) one or more certificates representing the Investors' allocable portion of the Purchase Shares free and clear of any Liens; (iv) the officers' certificates referenced in Section 5.1(c); (v) such other documentation as Purchaser may reasonably request evidencing that all conditions to the Closing contained in Section 5.1 hereof have been satisfied or waived, including without limitation the exclusion of any Excluded Assets from the assets of Reorganized PSC; (vi) certified copies of the U.S. Bankruptcy Court Confirmation Order, to the extent required, the comparable order of the Canadian Court, and any other relevant orders of the U.S. Bankruptcy Court or the Canadian Court in connection with the Restructuring; (vii) all other documents, certificates, instruments or writings reasonably requested by Purchaser in connection herewith (together with the documents referred to above and the notes issuable pursuant to the Restructuring as described in Exhibit A, the "Ancillary Documents"). (c) At the Closing, the Company will deliver to Purchaser one or more certificates representing the Exit Loan Commitment Shares free and clear of any Liens. (d) At the Closing, the Company and its Subsidiaries will repay all amounts due under the Icahn DIP Facility and the Icahn DIP Approval Order from the proceeds of the Exit Loan Facility or such other sources as the Company may determine. (e) At the Closing, the Company and its Subsidiaries shall issue, deliver or cause make such other distributions to their creditors as are contemplated by the Bankruptcy Plan and the terms and conditions set forth on Exhibit A. (f) Certificates for shares of capital stock to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one Company hereunder shall be made to the applicable Investor or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser nominee or designee as such Investor shall specify to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. Purchaser shall have received, in form and substance reasonably satisfactory to Purchaser, such agreements, documents, instruments and certificates as shall be reasonably requested by Purchaser to consummate the transactions contemplated hereby to and convey to Purchaser all of the Shares as contemplated herein, including the following duly executed instruments: (a) On or prior to all consents listed on Schedule 3.3, except for the ClosingRegulatory Approvals, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Companyif any; (iib) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if nota good standing certificate for each Company Entity, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered dated within three Business Days 5 days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iiic) Stock Certificates relating to the Shares and the ADEXCOMM Shares and Unit Certificates relating to the Units; (d) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)Certificate of each Company Entity, dated certifying as of the Closing Date, (a) certifying the to resolutions adopted by the Board of Directors of the such Company or a duly authorized committee thereof Entity approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companydescribed herein; (ve) an employment agreement between ▇▇▇▇▇▇▇ and the certificate referred Company on terms satisfactory to Purchaser, including, but not limited to, the following terms and conditions: (i) one year from Closing Date term; (ii) $225,000 in Section 5.1(gsalary; (iii) 10% bonus tied to an increase in EBITDA over a threshold amount (“▇▇▇▇▇▇▇’▇ Employment Agreement”); (f) a payoff letter or similar documentation, in form reasonably acceptable to Purchaser, with respect to all Closing Payoff Debt, which letters (each a “Payoff Letter”) provide for the full satisfaction of all obligations related to the Closing Payoff Debt, and with respect to any secured Closing Payoff Debt, the release of all Liens relating to such Closing Payoff Debt, in each case following satisfaction of the terms contained in such Payoff Letters; together with executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by each Person holding Closing Payoff Debt that provides for a security interest in any assets of a Company Entity; (g) a confidentiality agreement, in form reasonably acceptable to Purchaser, executed by ADEX Medical, ADEX Telecom, Inc. and ADEX LLC; and (vih) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights subordination agreement substantially in the form of Exhibit F, duly C executed by such Purchaser; and each Seller (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions“Subordination Agreement”).

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Exhibit A to the Subscription Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date)certificates, evidencing the Securities Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on the Stock Certificate Questionnaire and in form satisfactory to Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser“Stock Certificates”); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DA, executed by such counsel and addressed to the PurchasersCompany and Purchaser; (iv) legal opinions of ▇▇▇▇▇▇ ▇▇▇▇▇▇, dated as of the Closing Date and in the form attached hereto as Exhibit B, executed by such counsel and addressed to the Company and the Purchaser; (v) the Registration Rights Agreement, duly executed by the Company; and (ivvi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvii) the certificate Compliance Certificate referred to in Section 5.1(g3(g); and (viviii) The Company shall have delivered a certificate evidencing the formation and good standing of each of Escrow Agreement, duly executed by the Company and the U.S. Bank in North Carolina issued by the North Carolina Secretary of StateNational Association, as of a date within five (5) business days of the Closing Dateescrow agent. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and Stock Certificate Questionnaire in the forms attached to the Subscription Agreement.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company Seller shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser Buyer the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, a duly executed by instrument of transfer with respect to the CompanyMembership Interests; (ii) one or more stock certificates the written resignations of each manager and warrant certificates (if physical certificates are required by officer of each of the Purchaser Acquired Entities as Buyer shall direct in writing to be held immediately Seller at least five days prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion duly completed and executed certification from Seller certifying that Seller is not a foreign person within the meaning of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andCode Section 1445; (iv) a certificate of the secretary or an assistant secretary (or equivalent officer) of Seller certifying that attached thereto are true and complete copies of all resolutions adopted by the managers of Seller authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (v) a certificate of the secretary or an assistant secretary (or equivalent officer) of Seller certifying the names and signatures of the officers of Seller authorized to sign this Agreement and the other documents to be delivered hereunder; (vi) for each of Seller and the Acquired Entities, a certificate of good standing from the Secretary of State of the CompanyState of Delaware, as of a date not earlier than 10 days prior to the Closing Date; (vii) non-competition agreements, each in substantially the form attached hereto as Exhibit E B (the “Secretary’s CertificateNoncompetition Agreement”), dated as by and among Buyer, on the one hand, and Seller and each of the Closing Date▇▇▇▇▇▇ ▇▇▇▇ and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and respectively, on the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyhand; (vviii) the certificate referred to in Section 5.1(gPayoff Letter (including the lien releases referenced therein); and (viix) The Company shall have all other agreements, documents, instruments or certificates required to be delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of Seller at or prior to the Closing Datepursuant to ARTICLE VI of this Agreement. (b) On the Closing Date, in addition to the payments to be made pursuant to Section 1.3 hereof, Buyer shall deliver, or cause to be delivered, to Seller the following: (i) a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of Buyer authorizing the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby; (ii) a certificate of the secretary or an assistant secretary (or equivalent officer) of Buyer certifying the names and signatures of the officers of Buyer authorized to sign this Agreement and the other documents to be delivered hereunder; (iii) a certificate of good standing (or comparable certificate) from the appropriate Governmental Authority of the jurisdiction in which Buyer is organized, as of a date not earlier than 10 days prior to the Closing Date; (iv) evidence reasonably satisfactory to Seller that Buyer has obtained a buyer-side representations and warranties insurance policy (the “R&W Policy”), solely for the benefit of Buyer, with a retention amount of not more than 1.0% of the Purchase Price with no Seller indemnitee and a policy limit of not less than $25,000,000, on terms reasonably acceptable to Buyer, which R&W Policy shall be in full force and effect at the Closing and shall provide, at a minimum, coverage for breaches of the Fundamental Representations for a period of six years; (v) releases, each in substantially the form attached hereto as Exhibit C in favor of each resigning officer and manager of each of the Acquired Entities; (vi) duly executed counterparts of each Noncompetition Agreement; and (vii) all other agreements, documents, instruments or certificates required to be delivered by Seller at or prior to the Closing, each Purchaser shall deliver or cause Closing pursuant to be delivered to the Company the following (the “Purchaser Deliverables”): (i) ARTICLE VI of this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company Lender shall issue, deliver or cause to be delivered to have received each Purchaser of the following (documents, instruments and agreements, each of which shall be in form and substance and executed in such counterparts as shall be acceptable to Lender and each of which shall, unless otherwise indicated, be dated the “Company Deliverables”):Effective Date: (i) an Amended and Restated Promissory Note payable to the order of Lender in the amount of the Commitment (as increased pursuant to this Agreement), including the Registration Rights Agreement and the management rights agreement substantially in the form of Exhibit FA attached hereto (the “Amended Note”), duly executed by the CompanyBorrower; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days a copy of the Closing articles or certificate of incorporation, articles or certificate of organization, or comparable charter documents, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the sole manager of each such Material Subsidiary) that such copy is true, correct and complete on the Effective Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as copy of the Closing Date operating agreement or comparable charter document, and all amendments thereto, of Borrower and each Material Subsidiary, accompanied by a certificate of a Manager of Borrower (on behalf of Borrower as to itself and in Borrower’s capacity as the form attached hereto as Exhibit Dsole manager of each such Material Subsidiary) that such copy is true, executed by such counsel correct and addressed to complete on the Purchasers; andEffective Date; (iv) certain certificates and other documents issued by the appropriate Governmental Authorities of such jurisdictions as Lender has requested relating to the existence of Borrower and each Material Subsidiary and to the effect that each such Person is in good standing with respect to the payment of franchise and similar Taxes and is duly qualified to transact business in such jurisdictions; (v) a certificate of the Secretary incumbency of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)all Managers of Borrower who will be authorized to execute or attest to any Loan Document, dated as of the Closing Effective Date, executed by an authorized Manager of Borrower; (avi) certifying copies of resolutions or comparable authorizations approving this Agreement and the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving other Loan Documents and authorizing the transactions contemplated by this Agreement and the other Transaction Loan Documents (including without limitation the Commitment increase contemplated by this Agreement), duly adopted by the board of managers and, if applicable, members of Borrower accompanied by a certificate of a Manager of Borrower that such copies are true, correct and complete copies of resolutions duly adopted at a meeting of or (if permitted by applicable Law and, if required by such Law, by the issuance operating agreement or comparable charter documents of Borrower) by the unanimous written consent of the Securitiesboard of managers and, (b) certifying if applicable, members of Borrower, as applicable, and that such resolutions constitute all the current versions resolutions adopted with respect to such transactions, have not been amended, modified, or rescinded or revoked in any respect, and are in full force and effect as of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g)Effective Date; and (vivii) The Company shall such other documents, certificates and instruments as Lender or its counsel may have delivered a certificate evidencing the formation reasonably requested (provided that no legal opinions will be required under this Section 4(a)), such documents, certificates and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause instruments to be delivered satisfactory to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement Lender or its counsel in the form of Exhibit F, duly executed by such Purchaser; and (ii) all respects in its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsor their reasonable discretion.

Closing Deliveries. In addition to any other documents to be delivered under other provisions of this Agreement, at the Closing: (a) On or prior to the Closing, the The Company shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”):Emdeon Entities: (i) this Agreementthe Certificate of Merger, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and subscription agreements in the form attached hereto as Exhibit DB (the “Subscription Agreement”), executed by the Company Member Equity Recipients, along with, in the case of any Company Member Equity Recipient who is an individual and is married (unless such counsel individual does not reside in Texas or another community property state), the spouse of such Company Member Equity Recipient; (iii) an escrow agreement in the form attached hereto as Exhibit C (the “Escrow Agreement”), executed by the Members’ Representative and addressed to the Purchasers; andescrow agent set forth therein; (iv) a certificate (a) restrictive covenant agreements in the form attached hereto as Exhibit D-1, executed by each of the Secretary Principal Members (other than National Health Systems and ▇▇▇ ▇▇▇▇, Sr.), and (b) a restrictive covenant agreement in the form attached hereto as Exhibit D-2, executed by National Health Systems and ▇▇▇ ▇▇▇▇, Sr. (such agreements, collectively, the “Restrictive Covenant Agreements”); (v) a signature page to the Fifth Amended and Restated Limited Liability Company Agreement of the Company, EBS Master in the form attached hereto as Exhibit E (the “Secretary’s CertificateEBS Master LLC Agreement”), dated executed by each of the Company Member Equity Recipients, along with, in the case of any Company Member Equity Recipient who is an individual and is married (unless such individual does not reside in Texas or another community property state), the spouse of such Company Member Equity Recipient; (vi) the Second Amended and Restated Technology Agreement by and between the Company, Envoy, PDX, Inc., PCI Professional Systems, Inc., and Freedom Data Systems, Inc. in the form attached hereto as Exhibit F, entered into by each of the parties thereto; (vii) (a) an employment agreement between Emdeon Business Services LLC and ▇▇▇▇ ▇▇▇▇ in the form attached as Exhibit G-1 (the “▇▇▇▇ ▇▇▇▇ Employment Agreement”), executed by ▇▇▇▇ ▇▇▇▇, and (b) an employment and consulting agreement between Emdeon Business Services LLC and ▇▇▇▇▇▇ ▇▇▇▇ in the form attached as Exhibit G-2 (the “▇▇▇▇▇▇ ▇▇▇▇ Employment and Consulting Agreement”), executed by ▇▇▇▇▇▇ ▇▇▇▇; (viii) (A) a statement in accordance with Treasury Regulation Section 1.1445-11T(d)(2)(i) issued by the Company as of the Closing DateDate and signed by an officer of the Company under penalties of perjury and duly authorized by the Company’s Board of Managers, certifying that fifty percent (a50%) certifying or more of the value of the gross assets of the Company does not consist of U.S. real property interests, or that ninety percent (90%) or more of the value of the gross assets of the Company does not consist of U.S. real property interests plus cash or cash equivalents; and (B) if applicable, any certificate, affidavit or other documentation required to establish that no withholding is required under applicable state, local and foreign Tax laws; (ix) a copy of the resolutions adopted by of the Board of Directors Managers of the Company (the “Board of Managers”) providing for (i) the termination of the Current Option Plan, and (ii) the settlement and cancellation of all Current Plan Options in accordance with Section 2.6(b); (A) the articles of organization (or similar organizational documents) of the Company and each of its Subsidiaries (other than eRx Network Canada, Inc.), each certified by the Secretary of State (or similar authority) of the applicable jurisdiction of organization of each such entity as of a duly authorized committee thereof date within ten (10) Business Days prior to the Closing Date, and a notarized copy of the articles of organization of eRx Network Canada, Inc. from ▇▇▇ ▇▇▇▇▇▇, the solicitor of eRx Network Canada, Inc., and (B) a certificate of good standing (or similar certification) for the Company and each of its Subsidiaries, from the applicable jurisdiction of organization of each such entity, each dated within ten (10) Business Days prior to the Closing Date; (xi) a certificate of the Secretary of the Company (A) certifying, as complete and accurate as of the Closing, attached copies of the operating agreement of the Company, (B) certifying and attaching all requisite resolutions or actions of the Company Members approving the transactions contemplated by execution and delivery of this Agreement and the other Transaction Documents and the issuance consummation of the Securitiestransactions contemplated hereby, and (bC) certifying to the current versions incumbency of the articles officers and managers of incorporation, the Company executing this Agreement and any other documents being executed in connection with the consummation of the transactions contemplated hereby; (xii) consents with respect to the Company Contracts listed on Annex D attached hereto; (xiii) resignations effective as amended, and by-laws, as amended, of the Effective Time of each of the members of the board of managers and/or board of directors of the Company and its Subsidiaries set forth on Annex E, executed by such individuals; (cxiv) certifying as a pay-off letter executed by JPMorgan Chase Bank, NA providing for, at Closing, the termination of the Company Credit Facility, and the termination of all security interests under the Company Credit Facility with respect to the signatures and authority of persons signing the Transaction Documents and related documents on behalf assets of the Company and its Subsidiaries (including the authorization of the filing of all necessary UCC-1 termination statements and other necessary documentation in connection with the termination of such security interests); and (xv) a funds flow statement in form mutually acceptable to the Emdeon Entities and the Company (the “Funds Flow Statement”), executed by the Company. (b) The Emdeon Entities shall deliver, or caused to be delivered, to the Members’ Representative: (i) the Certificate of Merger, executed by Merger Sub; (ii) the Closing Cash Consideration required to be paid at Closing, payable as provided in Section 2.2(d) below; (iii) the Subscription Agreements, executed by the Emdeon Entities; (iv) the Escrow Agreement, executed by the Emdeon Entities, together with the delivery of the Escrowed Consideration to the escrow agent thereunder (the “Escrow Agent”); (v) the certificate referred to in Section 5.1(g); andRestrictive Covenant Agreements, executed by the Emdeon Entities; (vi) The Company shall have delivered a certificate evidencing the formation EBS Master LLC Agreement, executed by EBS Master and good standing of each of the Company members of EBS Master; (vii) the ▇▇▇▇ ▇▇▇▇ Employment Agreement, executed by Emdeon Business Services LLC, and the Bank in North Carolina issued ▇▇▇▇▇▇ ▇▇▇▇ Employment and Consulting Agreement, executed by Emdeon Business Services LLC; (viii) (A) the certificate of formation of EBS Master and Envoy and the articles of organization of Merger Sub, each certified by the North Carolina Secretary of State, State (or similar authority) of the applicable jurisdiction of organization of each such Emdeon Entity as of a date within five ten (510) business days Business Days of the Closing Date. , and (bB) On certificates of good standing (or similar certification) of each Emdeon Entity from the jurisdiction of organization of each such Emdeon Entity, each dated within ten (10) Business Days prior to the Closing Date; (ix) a certificate of the Secretary of Envoy, EBS Master and Merger Sub (A) certifying, as complete and accurate as of the Closing, each Purchaser shall deliver attached copies of the limited liability company agreement of Envoy, EBS Master and Merger Sub, (B) certifying and attaching all requisite resolutions or cause to be delivered actions of EBS Master’s board of directors, acting on behalf of EBS Master, Envoy and Merger Sub, approving the execution and delivery of this Agreement by Envoy, EBS Master and Merger Sub and the consummation of the transactions contemplated hereby, and (C) certifying to the Company incumbency of the following (officers of Envoy, EBS Master and Merger Sub executing this Agreement and any other documents being executed in connection with the “Purchaser Deliverables”): (i) this Agreement, including consummation of the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchasertransactions contemplated hereby; and (iix) its Subscription Amountthe Funds Flow Statement, in U.S. dollars and in immediately available funds, in executed by the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsEmdeon Entities.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each the Purchaser originally signed copies of the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required the Rights Agreement, duly executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Company; (iii) a legal opinion of Company Counselthe ▇▇▇ Waiver, dated as of the Closing Date and in the form attached hereto as Exhibit D, duly executed by such counsel the Company and addressed to the Purchasers; andExisting Investors; (iv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “SecretaryOfficer’s Certificate”), dated as of the Closing Date, in substantially the form of Exhibit D, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles Certificate of incorporationIncorporation, as amended, and by-laws, as amended, bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, and (d) certifying good standing certificates with respect to the Company from the Secretary of State of the State of Delaware, dated as of a recent date before the Closing Date; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g); and (vivii) The a legal opinion of Company shall have delivered a certificate evidencing Counsel, in the formation and good standing form of each of Exhibit F hereto, executed by the Company Counsel and delivered to the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DatePurchaser. (b) On or prior to the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including duly executed by the Registration Rights Agreement andPurchaser; (ii) the Subscription Amount, with respect in United States dollars and in immediately available funds by wire transfer to the Lead InvestorsCompany’s account as previously provided to the Purchaser; (iii) the Rights Agreement, duly executed by the management rights agreement Purchaser; and (iv) a Lock-Up Agreement, substantially in the form of Exhibit F, duly G hereto (the “Lock-Up Agreement”) executed by the Purchaser, and such Purchaser; and (ii) its Subscription Amount, Lock-Up Agreement shall be in U.S. dollars full force and in immediately available funds, in the amount indicated below such Purchaser’s name effect on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsClosing Date.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Celgene the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered Shares in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities form, free and clear of DTC representing the Common Shares registered all restrictive and other legends (except as provided in the name of such PurchaserSection 4.1(b) hereof); (iii) a legal opinion of Company Counsel, dated as of the Closing Date Date, in form and in the form attached hereto as Exhibit Dsubstance reasonably satisfactory to Celgene, executed by such counsel and addressed to the Purchasers; andCelgene; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary or Assistant Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit B; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of Delaware, as of a date within five (5) business days Business Days of the Closing Date; and (vii) a certified copy of the articles of incorporation, as certified by the Secretary of State of Delaware as of a date within five (5) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser Celgene shall deliver or cause to be delivered to the Company the following (the “Purchaser Celgene Deliverables”): (i) this Agreement, including duly executed by Celgene; (ii) the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit FAgreement, duly executed by such PurchaserCelgene; and (iiiii) its Subscription Amounta lock-up agreement, in U.S. dollars and in immediately available fundsduly executed by Celgene, in the amount indicated below such Purchaser’s name on the applicable signature page form attached hereto by wire transfer in accordance with the Company’s written instructions.as Exhibit C.

Closing Deliveries. (a) On or prior The following instruments, agreements and documents shall be executed and delivered at the Closing and all such documents shall be deemed delivered simultaneously and all transactions contemplated hereby and thereby shall be deemed to take place simultaneously, and no such document shall be deemed delivered until all such transactions are completed and all such documents are delivered: 2.2.1 The following deliveries will be made by each Seller to Pointer at the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days 2.2.1.1 Resolution of the Closing Date)Board of Directors of each Seller, evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and substantially in the form attached hereto as Exhibit D‎2.2.1.1, executed by such counsel authorizing the sale and addressed to the Purchasers; and (iv) a certificate transfer of the Secretary respective Shagrir Shares in consideration for the applicable portion of the CompanyShagrir Consideration; 2.2.1.2 A duly executed shares transfer deed regarding the sale and transfer of the Seller's portion of the Shagrir Shares, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as ‎2.2.1.2; 2.2.1.3 Notice of resignation of the Closing Date, (a) certifying directors appointed by the resolutions adopted by Sellers to the Board of Directors of Shagrir, in the Company form attached hereto as Exhibit ‎2.2.1.3. 2.2.1.4 Certificate of exemption of withholding tax at source, or providing for a specific percentage of withholding, in respect of the Shagrir Consideration. Should no certificate of exemption be provided, or a duly authorized committee thereof approving certificate providing for a specific percentage of withholding, Pointer shall withhold tax at source, to be deducted from the transactions contemplated Cash Consideration, at the highest rate set by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;law. (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered 2.2.1.5 a certificate evidencing the formation and good standing executed by an officer of each of the Company Sellers in the form attached hereto as Exhibit 2. 2.1.5 certifying that each of the representations and the Bank in North Carolina issued by the North Carolina Secretary warranties of State, such Seller under this Agreement are true and accurate as of a date within five (5) business days of the Closing Date as if made on the Closing Date. (b) On or prior 2.2.2 The following deliveries will be made by Pointer to the Sellers at the Closing: 2.2.2.1 Resolution of the Board of Directors of Pointer, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement substantially in the form attached hereto as Exhibit ‎2.2.2.1, authorizing the Shagrir Consideration; 2.2.2.2 Issuance of Exhibit FShare Certificates in respect of the Pointer Shares; 2.2.2.3 Transfer of the Cash Consideration to the bank accounts of the Sellers by way of immediately available funds wire transfer, duly per the details attached in Schedule A. 2.2.2.4 a certificate executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, an officer of Pointer in the amount indicated below such Purchaser’s name form attached hereto as Exhibit 2. 2.2.4 certifying that each of the representations and warranties of Pointer under this Agreement are true and accurate as of the Closing Date as if made on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsClosing Date.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver (or cause to be delivered delivered) to each Purchaser the following (the “Company Deliverables”):Investor, in addition to all other closing deliveries set forth in Section 5 and Section 6, pursuant to Section 2.1: (i) this Agreement, including a copy of the Registration Rights Agreement and Register of Members of the management rights agreement in the form of Exhibit FCompany, duly executed certified by the registered agent of the Company, updated to reflect the subscription of the applicable Subscription Shares by the Investor; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies a copy of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered duly executed share certificate issued in the name of such Purchaser the Investor representing the applicable Subscription Shares being issued to the Investor at the Closing, with the original (or, if duly executed for and on behalf of the Company and such Purchaser agree, the Company shall cause Company) to be made a book-entry record through delivered to the facilities of DTC representing Investor within ten (10) Business Days after the Common Shares registered in the name of such Purchaser)Closing; (iii) a legal opinion of Company Counsel, dated as copy of the Closing Date Memorandum and Articles duly adopted by the Board and shareholders of the Company in the form attached hereto as Exhibit DA, executed by with evidence of the filing of such counsel adopted Memorandum and addressed Articles with the Registrar of Companies in the Cayman Islands to be delivered to the Purchasers; andInvestor within twenty (20) Business Days after the Closing; (iv) a certificate copy of the Secretary of Investors’ Rights Agreement duly executed by the CompanyGroup Company Parties, the Founder Parties, the Angel Investor Parties, the Series A Investors and the Current Series B Investors in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyC; (v) documents evidencing that each of the certificate referred Founder Parties, Angel Investor Parties, Series A Investors and Current Series B Investors has waived or has been deemed to in Section 5.1(g)waive its pre-emption right with respect to the Subscription Shares; and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each duly executed by one director of the Company and (a) stating that the Bank conditions specified in North Carolina issued by the North Carolina Secretary of State, Section 5 have been fulfilled as of a date within five (5) business days of the Closing Date. and (b) On or prior to attaching thereto copies of all resolutions that shall approve the Closingtransactions contemplated under the Transaction Documents, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): including without limitation, (i) the entry into this Agreement, including (ii) the Registration Rights Agreement and, with respect to adoption of the Lead Investors, the management rights agreement Memorandum and Articles in the form attached hereto as Exhibit A, and (iii) the adoption of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, the Investors’ Rights Agreement in the amount indicated below such Purchaser’s name on the applicable signature page form attached hereto by wire transfer in accordance with the Company’s written instructions.as Exhibit C.

Closing Deliveries. At the Closing, in addition to the payment by Purchaser of the Estimated Purchase Price and the payment by the Company of the Share Redemption Cash Consideration, if any, in each case pursuant to Section 2.5, (a) On or prior to the Closing, the Company Purchaser shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):delivered: (i1) to Seller, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Purchaser, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of Purchaser evidencing its authorization of the execution, delivery and performance of this Agreement, including the Registration Rights Agreement and the management rights agreement other Transaction Agreements to which Purchaser is a party; (2) to Seller, the certificates referenced in Sections 6.4(a)(1) and (b)(1); and (3) to Seller and Life Reinsurer, counterparts of each of the form of Exhibit FTransaction Agreements (other than the Closing Date Reinsurance Agreements) to which Purchaser and/or its Affiliates (other than the Company) is a party, duly executed by Purchaser and/or such Affiliates of Purchaser (other than the Company). (b) Seller shall deliver or cause to be delivered: (1) to Purchaser, a certificate or certificates evidencing all of the Transferred Shares, duly endorsed in blank or accompanied by stock powers duly executed in blank, in proper form for transfer on the stock transfer books of the Company and with any requisite stock transfer Tax stamps properly affixed thereto; (ii2) one to Purchaser, a certificate or more stock certificates and warrant certificates (if physical certificates are required by evidencing the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies cancellation of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days all of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Redeemed Shares; (iii3) a legal opinion of Company Counselto Purchaser and Life Reinsurer, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)Seller, dated as of the Closing Date, (a) certifying as to the resolutions duly and validly adopted by the Board of Directors of Seller evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Agreements to which Seller is a party; (4) to Purchaser and Life Reinsurer, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of the Company or any Affiliate of Seller that is a party to any Transaction Agreement, dated the Closing Date, as to the resolutions duly and validly adopted by the Board of Directors of the Company or a duly authorized committee thereof approving such Affiliate, as the transactions contemplated by case may be, evidencing its authorization of the execution, delivery and performance of this Agreement and the other Transaction Documents Agreements to which the Company or such Affiliate, as the case may be, is a party; (5) to Purchaser, an affidavit in a form reasonably satisfactory to Purchaser, stating under penalties of perjury its U.S. taxpayer identification number and that it is not a foreign person within the issuance meaning of Section 1445(b)(2) of the SecuritiesCode; (6) to Purchaser, copies of the resignations referenced in Section 6.3(a); (7) to Purchaser, the certificates referenced in Sections 6.2(a) and (b); (8) to Life Reinsurer, the certificates referenced in Sections 6.2(a) certifying and (b); (9) to Purchaser, the current versions of the articles of incorporation, as amended, Books and by-laws, as amended, Records of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyin accordance with Section 5.20; (v10) to Purchaser, the certificate referred releases contemplated by Section 5.9(a); (11) to Purchaser, a copy of each Assigned Pre-Closing Confidentiality Agreement in accordance with Section 5.1(g5.1(e); and (vi12) The Company shall have delivered a certificate evidencing the formation to Purchaser and good standing Life Reinsurer, counterparts of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five Transaction Agreements (5) business days of other than the Closing DateDate Reinsurance Agreements) to which Seller and/or its Affiliates (including the Company) is a party, duly executed by Seller and/or such Affiliates (including the Company). (bc) On or prior to the Closing, each Purchaser Life Reinsurer shall deliver or cause to be delivered delivered: (1) to Seller, a certificate of the Secretary, Assistant Secretary or other duly authorized officer of Life Reinsurer, dated the Closing Date, as to the Company resolutions duly and validly adopted by the following (Board of Directors of Life Reinsurer evidencing its authorization of the “Purchaser Deliverables”):execution, delivery and performance of this Agreement and the other Transaction Agreements to which Life Reinsurer is or will be a party; (i2) this Agreement, including the Registration Rights Agreement and, with respect to the Lead InvestorsSeller, the management rights agreement certificates referenced in Sections 6.4(a)(2) and (b)(2); and (3) to Purchaser and Seller, counterparts of each of the form of Exhibit FTransaction Agreements to which Life Reinsurer is or will be a party, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsLife Reinsurer.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) evidence that the Certificate of Designations has been filed and become effective on or prior to the Closing Date with the Secretary of State of the State of Delaware; (ii) the legal opinion of Company Counsel, customary in form and substance and reasonably acceptable to the Purchasers and their respective counsel, executed by such counsel; (iii) a certificate dated as of the Closing Date and signed by the chief executive officer of the Company certifying as to the fulfillment of each of the conditions set forth in Section 5.1; (iv) a letter addressed to each of the Purchasers from (i) Company Counsel and (ii) counsel to the initial purchasers for the Company’s issuance of new senior notes, pursuant to which the Purchasers are expressly permitted to rely on the negative assurance letters delivered by such counsel in connection with the Offering Memorandum; and (v) any other document reasonably requested by the Purchasers or counsel to the Purchasers. (b) In addition, at the Closing, the Company shall deliver or cause to be delivered to each Initial Purchaser the following: (i) certificates representing the number of the Shares indicated below each Initial Purchaser’s name on the signature page of this AgreementAgreement under the heading “Shares,” registered in the name of each corresponding Initial Purchaser. (c) In addition, including at the Registration Rights Agreement and Closing, the management rights Company shall deliver or cause to be delivered to the Subsequent Purchaser the following: (i) the letter agreement in the form of Exhibit FC (the “Board Rights Letter”), duly executed by the Company; (ii) one or more stock certificates and warrant certificates the letter agreement in the form of Exhibit E (if physical certificates are required the “Management Rights Letter”), duly executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Company; (iii) a legal opinion of Company Counselthe Registration Rights Agreement, dated as of the Closing Date and in the form attached hereto as Exhibit D, duly executed by such counsel and addressed to the PurchasersCompany; and (iv) a certificate certificates representing the number of the Secretary Shares indicated below the Subsequent Purchaser’s name on the signature page of this Agreement under the heading “Shares,” registered in the name of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateSubsequent Purchaser. (bd) On or prior to At the Closing, each Initial Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): following: (i) the purchase price indicated below such Initial Purchaser’s name on the signature page of this Agreement, including Agreement under the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, heading “Purchase Price,” in U.S. dollars Dollars and in immediately available funds, by wire transfer to an account designated in writing by the amount Company for such purpose; (ii) each Transaction Document to which such Initial Purchaser is a signatory, duly executed by such Initial Purchaser and (iii) upon consummation of the sale of the Shares to the Subsequent Purchaser, the certificates delivered pursuant to Section 2.2(b)(i) above. (e) At the Closing, the Subsequent Purchaser shall deliver or cause to be delivered: (i) to the Initial Purchasers, the purchase price indicated below such the Subsequent Purchaser’s name on the applicable signature page hereto of this Agreement under the heading “Purchase Price,” in U.S. Dollars and in immediately available funds, by wire transfer to an account designated in accordance with writing by the Company’s written instructionsInitial Purchasers for such purpose; and (ii) to the Company and the Initial Purchasers, each Transaction Document to which the Subsequent Purchaser and such other Person is a signatory, duly executed by the Subsequent Purchaser.

Closing Deliveries. (a) On or prior to Parent and Merger Sub must have caused the Closing, the Company shall issue, deliver or cause following documents to be delivered (or tendered subject only to each Purchaser the following (the “Company Deliverables”):Closing) to Company: (i) this the Escrow Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the CompanyParent; (ii) one or more stock certificates and warrant certificates (if physical certificates are required the Exchange Agent Agreement executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company Exchange Agent and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Parent; (iii) a legal opinion of Company Counselthe Registration Rights Agreement, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel Parent and addressed to the Purchasers; andall other Persons party thereto except Company Shareholders; (iv) offer letters in substantially the form of Exhibit E attached hereto, completed appropriately and executed by Parent and to be delivered by Parent to each Company employee set forth on Schedule 7.3(d) on the Closing Date; (v) the charter and all amendments thereto of Parent and Merger Sub, and a certificate of the Secretary good standing of the Companyeach of Parent and Merger Sub, in each case duly certified as of dated not earlier than the form attached hereto as Exhibit E tenth Business Day prior to Closing by the Secretaries of State of Tennessee and Georgia, respectively; (the “Secretary’s Certificate”)vi) a certificate, dated as of the Closing Date, (a) executed by duly authorized officers of Parent and Merger Sub, certifying the resolutions adopted by the Board of Directors satisfaction of the Company conditions set forth in Sections 7.3(a) and (b); (vii) a certificate of the Secretary of Parent certifying and attaching copies of the bylaws of Parent, certifying and attaching all requisite resolutions or a duly authorized committee thereof actions of Parent’s board of directors approving the transactions contemplated by execution and delivery of this Agreement and the other Transaction Documents and the issuance consummation of the Securitiestransactions contemplated hereby, (b) and certifying to the current versions incumbency of the articles officers of incorporation, as amended, Parent executing this Agreement and by-laws, as amended, of the Company and (c) certifying as any other document relating to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g)transactions contemplated hereby; and (viviii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company Secretary of Merger Sub certifying and attaching copies of the bylaws of Merger Sub, certifying and attaching all requisite resolutions or actions of Merger Sub’s board of directors and stockholders approving the execution and delivery of this Agreement and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days consummation of the Closing Date. (b) On or prior transactions contemplated hereby, and certifying to the Closing, each Purchaser shall deliver or cause to be delivered incumbency of the officers of Merger Sub executing this Agreement and any other document relating to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionstransactions contemplated hereby.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form a certificate or evidence of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderbook-entry notation, registered in the name of such Purchaser (oror its designated nominee, if representing the Company and such Purchaser agree, the Company shall cause Shares to be made a bookissued and delivered to Purchaser directly or to Purchaser’s designated broker-entry record through dealer account, against payment in full by Purchaser of the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Subscription Amount; (iiiii) a legal opinion certificate, duly executed by an officer of Company Counselthe Company, dated as of the Closing Date and certifying that the conditions specified in Section 4.1 have been fulfilled; (iii) a certificate of the form attached hereto as Exhibit DSecretary of State of the Commonwealth of Pennsylvania, executed by such counsel and addressed dated not more than five business days prior to the Purchasers; andClosing Date certifying that the Company is in good standing; (iv) a certificate of the Secretary or Assistant Secretary of the Company, in certifying as to (1) the form attached hereto as Exhibit E Company’s charter documents, (the “Secretary’s Certificate”), dated as 2) resolutions of the Closing Date, (a) certifying Independent Committee and the resolutions adopted by Company’s board of directors authorizing and approving the Board of Directors issuance of the Company or a duly authorized committee thereof approving the Shares and other transactions contemplated by this Agreement Agreement, and (3) the other Transaction Documents and the issuance incumbency of the Securitiesofficer authorized to execute this Agreement, (b) certifying setting forth the current versions of the articles of incorporation, as amended, name and by-laws, as amended, of the Company title and (c) certifying as to bearing the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companysuch officer; (v) an executed copy of the certificate referred Registration Rights Agreement; (vi) an executed copy of the Additional Listing Application to in Section 5.1(g)be submitted to the NYSE MKT for the listing of the Shares on the NYSE MKT; and (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of Statecross-receipt, as of a date within five (5) business days of dated the Closing Date, executed by the Company, to the effect that the Company has received the Subscription Amount for the Shares purchased by Purchaser. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and, with respect Subscription Amount by wire transfer of immediately available funds to an account designated by the Company in writing at least two business days prior to the Lead Investors, Closing by the management rights agreement in the form of Exhibit FCompany to Purchaser; (ii) a certificate, duly executed by such Purchaser, dated as of the Closing Date, certifying that the conditions specified in Section 3.1 have been fulfilled; (iii) an executed copy of the Registration Rights Agreement; and (iiiv) its Subscription Amounta cross-receipt, in U.S. dollars and in immediately available fundsdated the Closing Date, in executed by Purchaser to the amount indicated below such Purchaser’s name on effect that Purchaser has received the applicable signature page hereto Shares purchased by wire transfer in accordance with the Company’s written instructionsPurchaser hereunder.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor that is purchasing Company Shares the following (the “Company Deliverables”): (i) this Agreementa stock certificate representing such number of Company Shares equal to the portion of such Investor’s Investment Amount invested at the Closing divided by the Per Share Purchase Price, including registered in the Registration name of such Investor; (ii) a certificate evidencing the formation and good standing of the Company and Old HW, issued by the Secretary of State of the State of Delaware, each as of a date within ten (10) days of the Closing Date; (iii) a certified copy of (i) the Certificate of Incorporation, as amended, of the Company (the “Certificate of Incorporation”) and (ii) the Certificate of Incorporation, as amended, of Old HW, each as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) days of the Closing Date; (iv) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company’s board of directors in a form reasonably acceptable to such Investor, (ii) the Certificate of Incorporation and (iii) the Bylaws, each as in effect at the Closing; (v) the Investors’ Rights Agreement and any other Transaction Documents which the management rights agreement in the form of Exhibit FCompany is required to execute hereunder, duly executed by the Company; (iivi) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and Counsel in substantially the form attached hereto as Exhibit Dpreviously provided to the Investors, executed by such counsel and addressed to the PurchasersInvestor; (vii) the certificates set forth in Section 5.1 of this Agreement; and (ivviii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving such other documents relating to the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Datesuch Investor or its counsel may reasonably request. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) this the portion of its Investment Amount invested at the Closing, in United States dollars, by wire transfer of immediately available funds to an account designated in writing by the Company for such purpose attached hereto at Exhibit C. (ii) the Investors’ Rights Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsInvestor.

Closing Deliveries. (a) On or prior to At the Closing, the Company Seller Parties shall issuedeliver, deliver or cause to be delivered delivered, to Buyer each Purchaser of the following (the “Company Deliverables”):following: (i) this Assignment and Assumption Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the CompanySeller Parties; (ii) one or more stock certificates and warrant certificates (if physical certificates are required Patent Assignment Agreement, duly executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Seller Parties; (iii) a legal opinion of Company CounselClinical Manufacturing and Supply Agreement, dated as of the Closing Date and in the form attached hereto as Exhibit D, duly executed by such counsel and addressed to GlaxoSmithKline Trading Services Limited; CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. (iv) the Purchasersconsents set forth on Schedule 10.1(e); and (ivv) a certificate Officer’s Certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)each Seller Party, dated as of the Closing Date, (a) certifying the resolutions adopted signed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing officer of each Seller Party, certifying that the conditions specified in Sections 10.1(a) (Accuracy of the Company Representations) and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five 10.1(b) (5Seller Parties’ Performance) business days of the Closing Datehave been fulfilled. (b) On or prior to At the Closing, each Purchaser Buyer shall deliver deliver, or cause to be delivered delivered, to Seller Parties each of the Company the following (the “Purchaser Deliverables”):following: (i) this Assignment and Assumption Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such PurchaserBuyer; (ii) Patent Assignment Agreement, duly executed by Buyer; (iii) Clinical Manufacturing and Supply Agreement, duly executed by Buyer; (iv) Officer’s Certificate, dated as of the Closing Date, signed by a duly authorized officer of Buyer, certifying that the conditions specified in Sections 10.2(a) (Accuracy of Representations) and 10.2(b) (Buyer’s Performance) have been fulfilled; and (iiv) its Subscription Amountby wire transfer to an account specified by Seller Parties no later than [***] prior to the Closing Date, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsUpfront Fee.

Closing Deliveries. (a) On At or prior to the Initial Loan Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser Borrower shall deliver or cause to be delivered to Lender, all of the following items (collectively, the “Closing Deliveries”), each of which shall be satisfactory in form and substance to Lender: (a) originals duly executed by Borrower and each Borrower-Related Party who is a signatory thereto, of this Agreement, the Environmental Indemnity Agreement, the Assignment of Distributions, the Guaranty, the error and omissions agreement, the Company Certificates for Borrower, and each Borrower-Related Party that is an entity, and IRS tax disclosure forms for Borrower and Guarantor; (b) the following most recent financial statements of Borrower and Borrower-Related Party, in the form specified in Section 9.7, and accompanied by the certification required by Section 9.7; (c) a certified copy of the “Purchaser Deliverables”):Organizational Agreements of Borrower and each Borrower-Related Party that is an entity; (d) certificates of existence and good standing for Borrower and each Borrower-Related Party that is an entity, issued by the appropriate state authorities; (e) resolutions of the board of directors, managers or other governing authority of Borrower and each Borrower-Related Party that is an entity authorizing the execution, delivery, and performance of this Agreement and the other Loan Documents, and the transactions contemplated hereby and thereby, which resolutions shall include the authorization of any one of the Principal Officers to request Loans and Advances under a Loan on behalf of Borrower during the term of this Agreement; (f) copies of the liability insurance and casualty insurance policies covering Borrower, evidence of payment of the premiums therefor through at least one year and endorsements of such policies to Lender (in accordance with and meeting the requirements of Section 9.15(a) hereof); (g) a duly executed Officer’s Certificate, dated as of the date of the Initial Loan Closing; (h) all written consents that are required with respect to or necessitated by this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby including, without limitation, the Architect Consent; (i) this Agreement, including the Registration Rights Agreement and, with respect an opinion of counsel for Borrower and Borrower-Related Party and satisfactory in all respects to Lender and its counsel containing customary opinions as to the Lead Investorsvalidity and enforceability of the Loan Documents, the management rights agreement in authority of Borrower and the form Borrower-Related Parties to enter into the Loan Documents, and an opinion that the Loan Documents do not violate the usury laws of Exhibit F, duly executed by such Purchaserthe State of Texas; and (iij) its Subscription Amountsuch other and further documents, in U.S. dollars agreements and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto certificates as are reasonably required by wire transfer in accordance with the Company’s written instructionsLender.

Closing Deliveries. At the Closing: (a) On or prior Seller shall execute and deliver to Purchaser a stock power duly endorsed in blank and the original stock certificate for the Shares, and such other assignments and other instruments of transfer and conveyance, in form and substance reasonably satisfactory to Purchaser’s counsel, as shall be effective, together with the Approval Order, to vest in Purchaser as of the Closing Date good title, free and clear, in accordance with the terms of the Approval Order, of any Claims and Encumbrances to the ClosingShares as provided herein and in the Approval Order; (b) In addition to the foregoing, there shall be executed and delivered at the Company shall issue, deliver or cause to be delivered to each Purchaser Closing the following (the “Company Deliverables”):following: (i) this Agreementby Seller to Purchaser, including a certificate, dated the Registration Rights Agreement Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that the management rights agreement representations and warranties of Seller contained in Section 4.2 are accurate and complete both when made and at and as of the form Closing Date with the same effect as though made at and as of Exhibit F, duly executed such time and that all covenants required by the Companyterms hereof to be performed by Seller on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (ii) one by Seller to Purchaser, a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or more stock certificates and warrant certificates Chief Financial Officer attaching (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days A) a certified copy of the Closing Date)resolutions of the Board of Directors of Seller authorizing the execution, evidencing delivery and performance of this Agreement and all documents associated herewith; and (B) a certified copy of the Securities subscribed for by Purchaser hereunder, registered in the name organizational documents of such Purchaser (or, if the Company Seller and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)all amendments thereto; (iii) by Purchaser to Seller, a legal opinion of Company Counselcertificate, dated the Closing Date and signed by Purchaser’s President or Chief Executive Officer, certifying that the representations and warranties of Purchaser contained in Section 4.1 are accurate and complete both when made and at and as of the Closing Date with the same effect as though made at and in as of such time and that all covenants required by the form attached hereto as Exhibit Dterms hereof to be performed by Purchaser on or before the Closing Date, executed by such counsel and addressed to the Purchasers; andextent not waived by Seller in writing, have been so performed in all material respects (or, if any such covenant has not been so performed, indicating that such covenant has not been performed); (iv) by Purchaser to Seller, a certificate certificate, dated the Closing Date and signed by Purchaser’s President or Chief Executive Officer, attaching (A) a certified copy of the Secretary resolutions of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of Purchaser authorizing the Company execution, delivery and performance of this Agreement and all documents associated herewith; and (B) a certified copy of the organizational documents of Purchaser and all amendments thereto; (v) by Purchaser to Seller, a Form III or IV as defined in the Connecticut Transfer Act executed by the Purchaser as the “certifying party” (as defined in the Connecticut Transfer Act), unless Seller covenants and represents that the Connecticut Transfer Act does not apply to the transactions contemplated by this Agreement, or the Seller is able to file a duly authorized committee thereof approving Form I or II (as defined in the Connecticut Transfer Act); (vi) by Seller to Purchaser, a certificate, dated the Closing Date and signed by Seller’s President, Chief Executive Officer, Chief Operating Officer or Chief Financial Officer, certifying that Connecticut Innovations, Inc. (“CII”), acting on behalf of the Connecticut Clean Energy Fund (“CCEF”), or CCEF itself, has (A) consented to the transactions contemplated by this Agreement and agreed to waive any rights that it may have under the Financial Assistance Agreement, any Program Participation Agreement or any other Transaction Documents agreement between Proton and CII or CCEF with respect to acceleration, default or termination solely by reason of this Agreement and the issuance Closing of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company transactions contemplated by this Agreement; and (cB) certifying executed a modification to each Financial Assistance Agreement, any Program Participation Agreement or any other agreement between Proton and CII or CCEF containing in substance the provisions set forth on Schedule 3.4(vi) in such form as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to Purchaser shall, in Section 5.1(g)its reasonable discretion, require; and (vivii) The Company Seller shall have delivered assigned to Proton any and all agreements entered into in connection with or as part of any “Small Business Innovative Research Grants,” a certificate evidencing the formation and good standing list of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, which is attached hereto as of a date within five (5) business days of the Closing DateSchedule 3.4(vii). (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) facsimile copies of one or more stock certificates certificates, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as provided in Section 4.1(b) hereof), evidencing the Securities Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (orthe “Stock Certificates”), if with the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities original Stock Certificates sent within three (3) Business Days of DTC representing the Common Shares registered in the name of such Purchaser)Closing; (iii) a Warrant to purchase the number of Warrant Shares set forth below such Purchaser’s name on the signature page of this Agreement, duly executed by the Company; (iv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and; (ivv) the Registration Rights Agreement, duly executed by the Company; (vi) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporationincorporation and by-laws of the Company, each as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit F; (vviii) the certificate Compliance Certificate referred to in Section 5.1(g); and; (viix) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina its jurisdiction of formation issued by the North Carolina Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five (5) business days Business Days of the Closing Date; (x) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of the State of California, as of a date within ten (10) Business Days of the Closing Date; and (xi) a certified copy of the certificate of incorporation, as certified by the Secretary of State of the State (or comparable office) of the Company’s jurisdiction of formation, as of a date within ten (10) Business Days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the escrow account set forth on Exhibit H attached hereto or to the account of the Company pursuant to Section 2.1(c); (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in accordance with the form attached as Annex B to the Registration Rights Agreement; and (v) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company’s written instructions, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2, respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company each Party shall issuemake, deliver execute, acknowledge and deliver, or cause to be made, executed, acknowledged and delivered to each Purchaser through the following Attorney-in-Fact, the legal documents and other items (collectively, the “Company DeliverablesClosing Documents”): (i) necessary to carry out the intention of this Agreement, including which Closing Documents and other items shall include, without limitation, the Registration Rights Agreement and following: (a) for Meruelo Trust, one or more stock certificates registered in the management rights agreement name of Meruelo Trust evidencing the issuance of the Merger Consideration; (b) an affidavit from Meruelo Trust in the form of Exhibit FB, duly executed by stating, under penalty of perjury, Meruelo Trust’s United States Taxpayer Identification Number and that Meruelo Trust is not a foreign person pursuant to Section 1445(b)(2) of the CompanyCode and a comparable affidavit satisfying California and any other state withholding requirements; (iic) one or more all title insurance policies, leases, lease files, contracts, stock certificates and warrant certificates (if physical certificates are required certificates, original promissory notes held by the Purchaser Meruelo Entities and other indicia of ownership with respect to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered S Corp that are in the name of such Purchaser (orMeruelo Entities’ possession or that can be obtained through reasonable efforts, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name case of such Purchaser)Meruelo Trust, in its capacity as a shareholder of S Corp; (iiid) a legal opinion of Company Counsel, dated certificate from Meruelo Trust affirming that the representations and warranties made by Meruelo Trust pursuant to this Agreement remain true and correct as of the Closing Date and that all obligations to be performed by each of the Meruelo Entities under this Agreement have been performed by each of each of the Meruelo Entities on or before the Closing Date; (e) if requested by the Company, certified copies of all appropriate organizational documents for each Meruelo Entity, together with certified trust or corporate actions authorizing the execution, delivery and performance by each of the Meruelo Entities of this Agreement, any related documents and the Closing Documents; (f) evidence reasonably satisfactory to the Company that the lender of any borrowed money secured by a mortgage or deed of trust disclosed in the form attached hereto Title Reports, other than those lenders whose loans are being repaid before or immediately after the Closing, has consented to the transaction as Exhibit Drequired by any loan document, executed by such counsel and deed of trust, mortgage or other evidence of indebtedness related to any Property; (g) an opinion letter from DLA Piper US LLP addressed to the Purchasers; andS Corp and to the Company concluding that the Merger qualifies as a reorganization under Section 368 of the Code; (ivh) a certificate any other documents reasonably requested by the Company to assign, transfer, convey, contribute and deliver the Participating Entity Interests, free and clear of all Encumbrances, and effectuate the Secretary of transactions contemplated hereby, including, without limitation, any documents necessary to enable the Company, in Title Insurance Company to issue the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated Title Policies as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vii) The all state and local transfer tax returns and any filings to be made in any applicable governmental jurisdiction in which the Company shall have delivered a certificate evidencing or the formation and good standing of each Operating Partnership is required to file its organizational documentation or in which the recording of the Company Contribution and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateAssumption Agreement is required. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date)certificates, evidencing the Securities Common Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)or its nominee; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying (I) the resolutions adopted by the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesSecurities and (II) the resolutions of the shareholders of the Company in connection with the transactions contemplated by this Agreement and the other Transaction Documents, (b) certifying the current versions of the articles Articles of incorporationIncorporation, as amended, and by-lawsBylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) a certificate of the certificate referred Chief Executive Officer, President or Chief Financial Officer of the Company, in the form attached hereto as Exhibit F, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.1(a) and 5.1(b); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing Certificate of Existence for each of the Company and the Bank in North Carolina issued by from the North Carolina Secretary of State, State as of a date within five (5) business days of the Closing Daterecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On At or prior to the Closing, Closing on the Company Closing Date: (a) Ski Holdings shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):GT Acquisition: (i) this Agreementall such bills of sale, including deeds, assignments and other documents and instruments of sale, assignment, conveyance and transfer, as GT Acquisition or its counsel may deem necessary or desirable to effect the Registration Rights Agreement and transfer of the management rights agreement in the form of Exhibit F, duly executed by the CompanyPurchased Assets to GT Acquisition; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” certified copies of the resolutions of the Board of Directors of Ski Holdings, approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement, all in accordance with its Certificate of Incorporation and By-laws; (iii) certificates of the Secretaries of State of the State of Delaware and the State of Wyoming as to the Targhee Corp Mergers; (iv) certificates of the Secretary of State of the State of Delaware as to the legal existence and good standing of Ski Holdings; (v) a certificate of non-foreign status in the form set forth in the U.S. Treasury Regulations; (vi) schedules of accounts payable of Targhee Corp and its Subsidiaries, including accounts payable of Ski Holdings allocable to Targhee Corp, as at February 18, 2000 for Targhee Corp and its Subsidiaries and as at February 21, 2000 for Ski Holdings, in each case reflecting the aging of such certificates shall suffice for purposes of Closing with the original stock certificates accounts; and (vii) such other documents to be delivered within three Business Days by Targhee Corp and Ski Holdings hereunder or as GT Acquisition or its counsel may reasonably request to carry out the purposes of this Agreement. (b) GT Acquisition shall deliver to Ski Holdings: (i) the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause payment to be made a book-entry record through delivered by GT Acquisition pursuant to Section 2.04 of this Agreement; (ii) an assumption agreement pursuant to which GT Acquisition assumes the facilities of DTC representing Assumed Liabilities (the Common Shares registered in the name of such Purchaser"Assumption Agreement"); (iii) certified copies of a legal opinion of Company Counsel, dated as written consent of the Closing Date sole Member of GT Acquisition approving the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated under this Agreement, all in the form attached hereto as Exhibit D, executed by such counsel accordance with its certificate of formation and addressed to the Purchasers; andits limited liability company agreement; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the such other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered by GT Acquisition hereunder or as Ski Holdings or its counsel may reasonably request to carry out the Company the following (the “Purchaser Deliverables”): (i) purposes of this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to At the Closing, the Company Seller shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Purchaser: (i) this Agreement, including one or more certificate(s) representing the Registration Rights Agreement and the management rights agreement in the form of Exhibit FShares, duly endorsed or accompanied by stock powers duly executed in blank and otherwise in a form reasonably satisfactory to Purchaser for transfer on the books of GNLV and GNL (with any requisite transfer Tax stamps attached by the CompanySeller); (ii) one or more stock certificates and warrant certificates an executed receipt for the Closing Date Purchase Price; (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” iii) copies of such certificates shall suffice for purposes the Articles of Closing with Incorporation (in the original stock certificates to be delivered case of GNELLC, its Articles of Organization) of each of the MGM Acquired Entities, certified as of a date within three Business Days of the Closing Date), evidencing Date by the Securities subscribed for by Purchaser hereunder, registered in the name Secretary of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as State of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andState of Nevada; (iv) a copy, certified by the Secretary of (A) each of the MGM Parties, of the resolutions of its Board of Directors or Executive Committee thereof (in the case of GNELLC, its Board of Managers) authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, and in each case such resolutions shall be in full force and effect and not revoked and (B) each of the MGM Acquired Entities, of its Bylaws (in the case of GNELLC, the GNELLC Operating Agreement); (v) a duly executed certificate of the President of each of the MGM Parties pursuant to Section 6.3(c); (vi) a good standing certificate (or its equivalent) for each of the MGM Acquired Entities issued by the Secretary of State of the CompanyState of Nevada and of such other applicable jurisdictions where any of the MGM Acquired Entities are qualified or licensed to do business or own, in lease or operate property making such qualification or licensing necessary, dated as of a date within three Business Days prior to the form attached hereto as Exhibit E Closing Date; (the “Secretary’s Certificate”)vii) a bring down good standing certificate, dated as of the Closing Date, of each of the certificates delivered pursuant to Section 2.3(a)(vi), or a verbal confirmation from the Secretary of State of the applicable jurisdiction on the Closing Date with respect to such good standing; (aviii) certifying the resolutions adopted original stock and corporate minutes books (or their equivalent) of each of the MGM Acquired Entities, except for the GNLV stock and corporate minute books for the years 1974-1988; (ix) duly executed resignations effective as of the Closing Date from such directors, officers and managers of the MGM Acquired Entities and FSELLC (in the case of any appointees of the MGM Acquired Entities to the FSELLC Board of Managers) as Purchaser shall have requested in writing not less than two Business Days prior to the Closing Date; (x) an opinion from Seller’s outside counsel in form and substance reasonably satisfactory to Purchaser and its outside counsel addressing reasonable and customary matters for this type of transaction; (xi) duly executed copies of the consents required to be obtained by the Board of Directors MGM Parties pursuant to Section 5.8; (xii) duly executed copies of the Company or bills of sale evidencing the Slot Machine Transfer; (xiii) a duly authorized committee thereof approving executed copy of the ▇▇▇▇ of sale evidencing the Nuggets Transfer; (xiv) a duly executed copy of the ▇▇▇▇ of sale evidencing the Artwork Transfer; (xv) duly executed copies of documentation evidencing the Amendment of Indemnification Contracts; (xvi) duly executed copies of documentation evidencing the Termination of Affiliate Contracts; (xvii) evidence in form and substance satisfactory to Purchaser that the Release of Encumbrances occurs at the Closing, including without limitation, the delivery of Uniform Commercial Code financing UCC-3 collateral change statements, discharges, executed releases to be filed with the United States Patent and Trademark Office and the United States Copyright Office with respect to Intellectual Property or other appropriate termination statements, recordings and other actions Purchaser deems necessary or advisable; (xviii) evidence in form and substance satisfactory to Purchaser that the Release of Guaranties occurs at the Closing; (xix) results of a recent search, by a Person satisfactory to the Purchaser, of all effective Uniform Commercial Code financing statements and fixture filings and all judgment and Tax lien filings that may have been made with respect to the Shares, the GNELLC Interest, the FSELLC Interest and any assets or properties of the MGM Acquired Entities, together with copies of all such filings disclosed by such search; (xx) an executed counterpart of the Transitional Services Agreement; (xxi) FIRPTA certificates in form and substance reasonably satisfactory to Purchaser; (xxii) duly executed copies of the assignment and license agreements as required by Section 5.14(d), including evidence of the filing of all assignments with the United States Patent and Trademark Office, United States Copyright Office and any applicable domain name registries and any other documents executed by Parent or its Affiliates conveying the MGM Acquired Entities Owned Intellectual Property and the right to Use the Used Intellectual Property to Purchaser; (xxiii) a duly executed copy of the contribution agreement evidencing the Government Treasury Strips Transfer; (xxiv) duly executed copies of the consents required to be obtained by the MGM Parties pursuant to Section 5.27; and (xxv) all other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Purchaser may reasonably request to effect the transactions contemplated by this Agreement Agreement, in form and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as substance reasonably satisfactory to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DatePurchaser. (b) On or prior to At the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Seller: (i) the Closing Date Purchase Price (less the Seller Financing) in immediately available funds by wire transfer to an account designated by Seller in writing to Purchaser with such notice being provided to Purchaser no less than five Business Days prior to the Closing Date; (ii) an executed receipt for delivery of the Shares; (iii) the executed Seller Note; (iv) the executed Poster Guaranty; (v) the executed stock pledge agreement relating to the shares of PB Gaming owned by ▇▇▇▇▇▇▇ Poster and the stock certificate(s) evidencing such shares accompanied by stock power(s) duly executed in blank; (vi) copies of the principal transaction documents relating to the Financing; (vii) a copy of the Poster Note; (viii) a copy of the Articles of Incorporation of PB Gaming, certified as of a date within three Business Days of the Closing Date by the Secretary of State of the State of Nevada; (ix) a copy, certified by the Secretary of PB Gaming of its Bylaws; (x) an executed receipt for the Shares; (xi) a copy, certified by the Secretary of Purchaser, of the resolutions of Purchaser’s board of directors authorizing the execution and delivery of this Agreement and consummation of the transactions contemplated by this Agreement, including which resolutions shall be in full force and effect and not revoked; (xii) a duly executed certificate of the Registration Rights Agreement andPresident of Purchaser pursuant to Section 6.2(c); (xiii) a good standing certificate of each of Purchaser and PB Gaming issued by the Secretary of State of the State of Nevada, dated as of a date within three Business Days prior to the Closing Date; (xiv) a bring down good standing certificate, dated as of the Closing Date, of the certificate delivered pursuant to Section 2.3(b)(xiii), or a verbal confirmation from the Secretary of State of the State of Nevada on the Closing Date with respect to such good standing; (xv) an opinion from Purchaser’s outside counsel in form and substance reasonably satisfactory to Seller and its outside counsel addressing reasonable and customary matters for this type of transaction; (xvi) copies of Gaming Licenses required to be obtained by Purchaser or any of its directors, officers, employees, stockholders and Affiliates in connection with the Lead Investors, consummation of the management rights agreement transactions contemplated by this Agreement; (xvii) an executed counterpart of the Transitional Services Agreement; (xviii) a duly executed copy of the solvency certificate from the Chief Financial Officer of the Purchaser in connection with paragraph (i) of the Commitment Letter; provided that Parent and Seller as a condition to delivery hereby expressly disclaim and waive any reliance on the information contained in the form of Exhibit F, duly executed by such Purchasersolvency certificate; and (iixix) its Subscription Amountall other previously undelivered documents, agreements, instruments, writings and certificates, and such other documents, agreements, instruments, writings and certificates as Seller may reasonably request to effect the transactions contemplated by this Agreement, in U.S. dollars form and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionssubstance reasonably satisfactory to Seller.

Closing Deliveries. At the Closing: (a) On or prior Mestek will deliver to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (i) this AgreementCertificates representing the eight hundred twenty (820) or nine hundred twenty (920), including as the Registration Rights Agreement and case shall be, Shares of the management rights agreement in the form of Exhibit FCompany, duly endorsed in blank (or accompanied by duly executed by the Companystock powers in blank); (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal An opinion of Company Counsel▇▇▇▇▇ & ▇▇▇▇▇▇▇▇, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Companyfor Mestek, in the form attached hereto as Exhibit E 2.4(a)(iii); (the “Secretary’s Certificate”)iii) The Company's corporate minute book, dated as seals and stock ledgers; (iv) Resignations of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors all officers and directors of the Company or a duly authorized committee thereof approving other than those designated in writing by Buyer; (v) Compliance certificate of an officer of Mestek as to the transactions contemplated fulfillment of the conditions set forth in Section 6.1; (vi) Resolutions of Mestek certified by its Secretary authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents and the issuance transactions contemplated hereby; (vii) Copies of the Securities, (b) certifying the current versions Company's certificate of the articles of incorporation, as amended, incorporation and all amendments thereto and by-laws, as amended, of certified by the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf Secretary of the Company; (vviii) Release of the certificate referred Company's obligations with regard to in Section 5.1(g)all Debt as of the Closing Date and all payables to members of the Mestek Affiliated Group; and (viix) The Company shall have delivered Satisfaction of all mortgages on the Company's Real Property and a certificate evidencing release of all liens, pledges and security interests on the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateCompany's assets except with respect to operating leases. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following [Intentionally Omitted]. (the “Purchaser Deliverables”):c) Buyer will deliver: (i) this Agreementthe Purchase Price (less any amount paid to Mestek by the Escrow Agent) by wire transfer of immediately available funds or similar means, including the Registration Rights Agreement and, with respect to the Lead Investorsaccount(s) specified by Mestek; (ii) The opinion of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ & ▇▇▇▇▇ LLP, the management rights agreement counsel for Buyer, in the form attached hereto as Exhibit 2.4(c)(ii); (iii) Compliance certificate of Exhibit F, duly executed by such Purchaseran officer of Buyer as to the fulfillment of the conditions set forth in Section 6.2; and (iiiv) Resolutions of Buyer certified by its Subscription AmountSecretary authorizing the execution, in U.S. dollars delivery and in immediately available funds, in performance of this Agreement and the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionstransactions contemplated hereby.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required or copies thereof provided by the Purchaser to be held immediately prior to Closing; if notTransfer Agent), then facsimile or “.pdf” copies free and clear of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateall restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of Preferred Shares set forth opposite such Investor’s name on Exhibit A hereto under the Securities subscribed for by Purchaser hereunder, heading “Preferred Shares,” registered in the name of such Purchaser Investor; (orii) a Warrant, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered issued in the name of such Purchaser)Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Warrant Shares”; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as of Exhibit D, executed by such counsel and addressed delivered to the Purchasers; andInvestors; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate Certificate of the Secretary an officer of the Company, in executed on behalf of the form attached hereto as Exhibit E (the “Secretary’s Certificate”)Company by its Chief Executive Officer or its Chief Financial Officer, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in subsections (a), (b), (c) certifying and (d) of Section 2.3(a). (vi) a Certificate of the Secretary of the Company attesting as to (i) the Certificate of Incorporation of the Company; (ii) the By-laws of the Company; (iii) the signatures and titles of the officers of the Company executing this Agreement or any of the other agreements to be executed and delivered by the Company; and (iv) resolutions adopted by of the Board of Directors of the Company or a duly authorized committee thereof Company, authorizing and approving the transactions contemplated by all matters in connection with this Agreement and the other Transaction Documents and transactions contemplated hereby; and (vii) Irrevocable Transfer Agent Instructions to the Transfer Agent with respect to the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, in form and by-laws, as amended, of the Company and (c) certifying as substance reasonably acceptable to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateInvestors. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to purchase price set forth opposite such Investor’s name on Exhibit A hereto under the Lead Investors, the management rights agreement heading “Purchase Price” in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing to such Investor by the Company’s written instructionsCompany for such purpose; and (ii) the Registration Rights Agreement, duly executed by such Investor.

Closing Deliveries. (a) On or prior to Except as otherwise indicated below, at the Closing, the Company Seller shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):to Buyer: (i) this each of the Ancillary Agreements (other than the Novation Agreement, including the Registration Rights Pharmacovigilance Agreement and the management rights agreement in the form Quality Agreement) to which Seller or any of Exhibit Fits Affiliates is a party, duly validly executed by the Companya duly authorized representative of Seller or its applicable Affiliate; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days a receipt acknowledging receipt of the Closing DatePayment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1(a), evidencing the Securities subscribed for validly executed by Purchaser hereunder, registered in the name a duly authorized representative of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Seller; (iii) a legal opinion of Company Counselthe tangible Purchased Assets; provided, dated as that (A) delivery shall, unless the Parties otherwise mutually agree, be to the locations and on the timeframes set forth in Schedule 2.4.2(a)(iii), and (B) Seller may retain copies of the Closing Date Purchased Regulatory Documentation and in the form attached hereto as Exhibit DPurchased Product Records included within the Purchased Assets and the Purchased Contracts (and, executed by for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records containing Purchased Product Records or constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such counsel files, documents, instruments, papers, books and addressed records any information to the Purchasersextent that it does not relate to the Product Business); and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)certificate, dated as of the Closing Date, (a) certifying the resolutions adopted validly executed by the Board of Directors of the Company or a duly authorized committee thereof approving officer of Seller, certifying that all of the transactions contemplated by this conditions set forth in Section 6.2.1, Section 6.2.2 and Section 6.2.3 have been satisfied. (b) At the Closing, Buyer shall deliver the following to Seller: (i) each of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the other Transaction Documents and the issuance Quality Agreement) to which Buyer or any of the Securitiesits Affiliates is a party, (b) certifying the current versions validly executed by a duly authorized representative of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyBuyer or its applicable Affiliate; (vii) the certificate referred to Closing Payment in accordance with Section 5.1(g2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing execution of such payment); and (viiii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of Statecertificate, dated as of a date within five (5) business days of the Closing Date, validly executed by a duly authorized officer of Buyer, certifying that all of the conditions set forth in Section 6.3.1 and Section 6.3.2 have been satisfied. (bc) On Buyer shall conduct a quality and completeness review of the Purchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of any problems or prior issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the Closingtransfer of such Purchased Regulatory Documentation (and not, each Purchaser for example, related to Buyer system capabilities or compatibility). Seller shall deliver use its commercially reasonable efforts to assist Buyer in remedying any such problems or cause to be delivered to issues (if any) as soon as reasonably practicable following Seller’s receipt of Buyer’s notice of the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionssame.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the Purchasers the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) a copy of the Company’s irrevocable instructions to the Transfer Agent, acknowledged by the Transfer Agent, instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates certificates, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as provided in Section 4.1(b) hereof), evidencing the Securities Shares subscribed for by each Purchaser hereunder, registered in the name of such Purchaser each respective Purchaser, with the original stock certificates sent to the respective Purchasers within three (or, if 3) Business Days of the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Closing; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DDate, executed by such counsel and addressed to the Purchasers; and; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate Compliance Certificate referred to in Section 5.1(g); and; (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and in the Bank in North Carolina State of Delaware issued by the North Carolina Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five two (52) business days Business Days of the Closing Date; (vii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the States of New York and Ohio, as of a date within three (3) Business Days of the Closing Date; (viii) a certified copy of the certificate of incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (ix) a true and accurate pro forma capitalization table of the Company in Microsoft Excel format setting forth the aggregate number of shares and type of all authorized, issued and outstanding classes of capital stock, options, warrants and other securities of the Company (whether or not presently convertible into or exercisable or exchangeable for shares of capital stock of the Company) as of the Closing Date (the “Capitalization Table”); (x) a fully executed Registration Rights Agreement; and (xi) fully executed Lock Up Agreements. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, the Purchase Price set forth opposite such Purchaser’s name on Schedule 1 in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing to the Purchasers by the Company for such purpose; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company’s written instructions, and Stock Certificate Questionnaire, each in the form attached hereto as Exhibits A-1 and A-2, respectively.

Closing Deliveries. (a) On or prior to the Closing, Closing with respect to the Purchasers listed on Annex A hereto the Company shall issue, deliver or cause to be delivered to each such Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) unless alternative arrangements are agreed to with a particular Purchaser, facsimile copies of one or more stock certificates certificates, free and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies clear of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date)all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the Securities Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto (orthe “Stock Certificates”), if with the original Stock Certificates delivered within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit C-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to 100% of the number of Shares purchased by such Purchaser on the Closing Date, on the terms set forth therein; (iiiiv) a legal opinion of Company Counselthe Registration Rights Agreement, dated as of the Closing Date and in the form attached hereto as Exhibit D, duly executed by such counsel and addressed to the Purchasers; andCompany; (ivv) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “SecretaryOfficer’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesSecurities and the reservation for issuance of the Warrant Shares, (b) certifying the current versions of the articles Certificate of incorporationIncorporation, as amended, and by-laws, as amended, bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E and (d) certifying good standing certificates with respect to the Company and its Subsidiary World Hearts Inc. from the Secretary of State of the State of Delaware, dated a recent date before the Closing Date; (vvii) the certificate Compliance Certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, Closing with respect to the Purchasers listed on Annex A hereto each such Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Aggregate Purchase Price (Subscription Amount)” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with to the Company’s written instructionsaccount as previously provided to the Purchasers; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Stockholder Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (v) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2, respectively.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):: (iA) this Agreement, including Seller shall deliver to Purchaser: (1) certificates representing the Registration Rights Agreement and the management rights agreement in the form of Exhibit FShares, duly endorsed in blank or accompanied by stock powers duly executed by the Companyin proper form for transfer to Purchaser; (ii2) one or more stock certificates an Assignment and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies Assumption of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered Option Agreement in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in substantially the form attached hereto as Exhibit DA (the "Assignment Agreement"), relating to the Option Agreement dated as of December 27, 2001, as amended by that certain amendment dated December 31, 2003 (as amended, the "Option Agreement"), by and among Seller, ▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (collectively, the "Optionees"), duly executed by such counsel Seller and addressed each Optionee; (3) a certificate of the Secretary of Seller certifying, as complete and accurate as of the Closing, attached copies of the articles of incorporation and code of regulations of Seller, certifying and attaching all requisite resolutions or actions of the board of directors of Seller and of the sole shareholder of the Company approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the Purchasersincumbency and signatures of the officers of Seller executing this Agreement and any other document contemplated hereby to be executed by Seller; and (iv4) a certificate of the Secretary of the CompanyCompany certifying, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated complete and accurate as of the Closing DateClosing, (a) attached copies of the articles of incorporation and code of regulations of the Company, and certifying to the resolutions adopted by incumbency of the Board of Directors officers and directors of the Company as of the Closing. (B) Purchaser shall deliver to Seller: (1) Six Million Twenty-Eight Thousand Six Hundred Ninety Dollars ($6,028,690) (the "Closing Cash Payment") by wire transfer of immediately available funds to an account designated in writing by Seller or by the transfer of readily marketable securities acceptable to Seller and Purchaser in such amount; (2) the Assignment Agreement, duly executed by Purchaser; and (3) a duly authorized committee thereof certificate of the Secretary of Purchaser certifying and attaching all requisite resolutions or actions of the board of directors of Purchaser, approving the execution and delivery of this Agreement and the consummation of the transactions contemplated by this Agreement, and certifying to the incumbency and signatures of the officers of Purchaser executing this Agreement and the any other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause document contemplated hereby to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities Preferred Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser or as otherwise set forth on the Investor Questionnaire included as Exhibit D, hereto, (the “Stock Certificates”) (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Preferred Shares registered in the name of such PurchaserPurchaser or as otherwise set forth on the Investor Questionnaire); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DE, executed by such counsel and addressed to the Purchasers; and; (iv) the Registration Rights Agreement duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company (“Board of Directors”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-lawsbylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g); and; (vivii) The Company shall have delivered a certificate evidencing the formation and good standing Certificate of each of Good Standing for the Company and from the Bank in North Carolina issued by the North Carolina California Secretary of State, as of a date within five recent date; and (5viii) business days a Certificate of Good Standing for the Closing DateBank from the DFI, as of a recent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions.; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Investor Questionnaire, reasonably satisfactory to the Company in the form attached hereto as Exhibit D.

Closing Deliveries. (a) On At or prior to the Closing, the Company Sellers shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Buyer: (i) the Purchased Assets; (ii) evidence that the Sellers have, at the Sellers’ expense and without cost or other adverse consequence to the Buyer, sent all notices, made all filings and obtained all Consents (except for Consents under Third Party Agreements) and Orders required in connection with the execution and delivery of this AgreementAgreement or the consummation of the transactions contemplated hereby; (iii) all Ancillary Agreements to which any Seller is a party, dated the Closing Date and duly executed by such Seller; (iv) evidence of the acceptance of employment with the Buyer of at least ninety percent (90%) of the Identified Employees, including each of the Registration Rights Agreement individuals named by the Buyer in writing and delivered to the management rights agreement Sellers on or prior to the date hereof; (v) restrictive covenant and work made for hire agreements executed by each Transferred Employee in form and substance reasonably satisfactory to the Buyer; (vi) an opinion of counsel to the Sellers, dated the Closing Date, substantially in the form of Exhibit F, duly A; (vii) a certificate dated the Closing Date executed by the CompanyPresident or other authorized officer of each Seller certifying as to the satisfaction of each of the conditions set forth in Article VI substantially in the form of Exhibit B; (viii) a certificate dated the Closing Date executed by the Secretary of each Seller certifying as to the director, stockholder and other resolutions authorizing the Transaction Documents substantially in the form of Exhibit C; (ix) good standing certificates for each Seller dated within ten (10) days prior to the Closing Date from its jurisdiction of organization; (x) evidence of the release of all Encumbrances on the Purchased Assets; (xi) all documents obtained by the Sellers pursuant to Section 6.3; and (xii) such other agreements, certificates, instruments and documents as the Buyer may reasonably request in order to fully consummate the transactions contemplated by and carry out the purposes and intent of this Agreement. (b) At or prior to the Closing, the Buyer shall deliver to the Sellers: (i) the Closing Payment by wire transfer to the Sellers’ Account; (ii) one or more stock certificates all Ancillary Agreements to which the Buyer is a party, dated the Closing Date and warrant certificates (if physical certificates are required duly executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Buyer; (iii) a legal opinion of Company Counsel, certificate dated as of the Closing Date and executed by the President or other authorized officer of the Buyer certifying as to the satisfaction of each of the conditions set forth in Article VII substantially in the form attached hereto as of Exhibit D, executed by such counsel and addressed to the Purchasers; and; (iv) a certificate of dated the Closing Date executed by the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) Buyer certifying as to the signatures director, stockholder and authority of persons signing other resolutions authorizing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement substantially in the form of Exhibit F, duly executed by such PurchaserE; and (iiv) its Subscription Amountsuch other agreements, certificates, instruments and documents as the Sellers may reasonably request in U.S. dollars order to fully consummate the transactions contemplated by and in immediately available funds, in carry out the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionspurposes and intent of this Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company and the Three Controlling Shareholders, as applicable, shall issue, deliver or cause to be delivered to the Investor fully executed originals of each Purchaser of the following (the “Company Deliverables”): (i) this Agreementa stock certificate, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date)a standard Securities Act restrictive legend thereon, evidencing the Securities subscribed for by Purchaser hereunder2,900,000 Shares, registered in the name of such Purchaser the Investor; (or, if ii) a shareholders list dated on or prior to the Company Closing Date certified by the Company’s Transfer Agent reflecting issued and such Purchaser agree, outstanding only the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)600,000 Existing Shares; (iii) a legal opinion an officer’s certificate to the effect that (A) each of Company Counselthe conditions specified in this Section 2.2(a) and in Section 5.1 hereof are satisfied in all respects, dated and (B) as of the Closing Date Closing, the Company has no Indebtedness and/or other liabilities and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andno tangible assets; (iv) a certificate of by the Secretary of Company attaching and certifying as to the Companyaccuracy of (A) its current Certificate of Incorporation and Bylaws, in the form attached hereto both as Exhibit E (the “Secretary’s Certificate”), dated as of amended to the Closing Date, (aB) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving authorizing this Agreement and the transactions contemplated hereby and the other Transaction Documents, and (C) a Good Standing Certificate from the Secretary of State for the State of Nevada dated no later than 2 Business Days from the Closing Date; and (v) all Company original minute book, corporate seal, all other original corporate documents and agreements and all other books and records of the Company; (vi) resignations and releases from and executed by each officer and director including the Three Controlling Shareholders of the Company immediately prior to Closing set forth on Schedule 2.2(vi), such resignations and releases to be effective on the Closing Date, which shall not be earlier than the tenth (10th) day following the date of filing with the SEC and subsequent mailing of the Company’s Information Statement on Schedule 14f-1 (the “14f-1” or the “Information Statement”) to the Company’s stockholders of record as of March 30, 2017 disclosing, among other required and/or advisable items, a change of control of the majority of the Board of Directors of the Company, which form of resignation and release is attached hereto as Exhibit D (each a “Resignation” and collectively, the “Resignations”); (vii) fully executed copies of all documents, agreements and instruments related to the sale, transfer and/or assignment of any (A) Indebtedness and/or liabilities of the Company owed to any Person, and (B) shares of Common Stock or other rights relating thereto; (viii) correct and complete copies of all federal and state income returns of the Company, from fiscal year 2011 through fiscal year 2016; (A) the Debt Cancellation Agreements, and (B) pay-off letters and releases from the Persons and in form and substance reasonably satisfactory to the Investor; (x) original stock certificates representing all of the Cancellation Shares and Repurchase Shares (the “CS/RS Stock Certificates”) and fully executed stock powers dated the Closing Date transferring the Cancellation Shares and the Repurchase Shares to the Company by each of the Cancelling Shareholders and the Repurchased Shareholder, respectively, for cancellation (the “CR/CS Stock Powers”) pursuant to the Debt Cancellation Agreements and the Repurchase Agreement; (xi) Unanimous Written Consents of the Board of Directors of the Company (the “UWC”) authorizing and approving, among other items, the execution, delivery and performance of this Agreement and the other Transaction Documents and the issuance transactions contemplated hereby and thereby including, but not limited to, the sale by the Company to the Investor of the Securities2,900,000 Shares, (b) certifying the current versions acceptance of the articles of incorporation, as amended, Resignations and by-laws, as amended, the appointment/election of the Company Investor’s nominees as successor directors and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf officers of the Company; (vxii) An executed Affidavit of Mailing from the Company’s Transfer Agent (as defined below) attesting to the mailing date of the 14f-1; (xiii) Fully executed copy of (A) a letter agreement between ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, Esq., counsel to the Company (in his capacity as escrow agent for the Company (the “Escrow Agent”), executed by the Escrow Agent, the Company and the Investor authorizing the release of the $375,000 Purchase Price (of which $50,000 was previously paid to the Investor’s counsel as provided elsewhere herein) to the Persons and in the amounts specified in Schedule 3.1(c), Schedule 4.3 and Schedule 4.7(i) and (ii), (the “Escrow Release Letter”), pursuant to an escrow agreement dated prior to the Closing Date by and among the Investor, the Company and the Escrow Agent (the “Escrow Agreement”), and (B) the certificate referred Escrow Agreement; (xiv) Bank account information and specimen signatures for the corporate accounts of the Company; (xv) The Repurchase Agreement executed by the Company and the Repurchased Shareholder; (xvi) The Share Cancellation Agreements; (A) fully executed copy of an Indemnification Escrow Agreement dated on or prior to the Closing Date by and among Gusrae ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ PLLC, legal counsel to the Investor (in Section 5.1(gits capacity as escrow agent, the “Indemnification Escrow Agent”), the Three Controlling Shareholders, ▇▇▇▇▇ ▇▇▇▇▇▇▇ and the Investor for the escrow of (1) 292,248 Existing Shares (the “Indemnification Existing Shares”), consisting of (I) 247,248 Existing Shares beneficially owned by ▇▇. ▇▇▇▇▇▇▇, and (II) an aggregate of 45,000 Existing Shares beneficially owned by each of the Three Controlling Shareholders (15,000 Existing Shares beneficially owned by each Controlling Shareholder) (the “Indemnification Escrow Agreement”) and (B) original stock certificates representing such 292,248 Indemnification Existing Shares in the names of the persons and in the amounts set forth above (the “Indemnification Escrow Stock Certificates”) and corresponding fully executed and notarized, but undated stock transfer powers from each of such persons and for such Indemnification Existing Shares (the “Indemnification Stock Powers,” and together with the Indemnification Existing Shares, the Indemnification Escrow Stock Certificates and the Indemnification Escrow Agreement, collectively, the “Indemnification Escrow Documents”); and (vixviii) The Company shall have delivered a certificate evidencing the formation Such other documents, instruments and good standing of each of the Company agreements and the Bank in North Carolina issued other items reasonably requested by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date.Investor (b) On At or prior to the Closing, each Purchaser the Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect A wire transfer to the Lead Investors, the management rights agreement Company’s legal counsel’s escrow account in the form amount of Exhibit Fthe $375,000 Purchase Price (less $50,000 plus documented expenses, duly if any to the Investor’s legal counsel for services provided to the Investor in connection with this Agreement and the transactions contemplated herein and the other Transaction Documents); (ii) A certificate executed by such Purchaserthe Investor, attesting to the accuracy of the representations and warranties of the Investor made in this Agreement pursuant to Section 3.2; (iii) A list of all Persons to fill all executive officer positions and vacancies to the Company Board of Directors; (iv) An executed copy of this Agreement by the Investor; and (iiv) its Subscription AmountA copy of the Escrow Letter, in U.S. dollars the Escrow Agreement and in immediately available funds, in the amount indicated below such Purchaser’s name on Indemnification Escrow Agreement executed by the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsInvestor.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) this Agreement, including evidence of book entry of the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required Shares purchased by the Purchaser pursuant to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderthis Agreement, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)or its nominee; (iiiii) a legal opinion opinions of Local Counsel, Regulatory Counsel and Company Counsel, as applicable, dated as of the Closing Date and in the form attached hereto as Exhibit DDate, executed by such counsel and addressed to the Purchasers; andCo-Lead Investors; (iviii) a certificate of the Secretary of the Company, substantially in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles Certificate of incorporation, as amended, Incorporation and by-lawsbylaws, as amended, of the Company Company, (c) certifying the fulfillment of the conditions specified in Section 5.1, and (cd) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iv) a certificate, dated as of the Closing Date and signed by the Chief Executive Officer or Chief Financial Officer of the Company, substantially in the form attached hereto as Exhibit D; (v) a Certificate of Legal Existence of the Company from the Connecticut Secretary of State as of a recent date; (vi) a certificate referred of the Federal Reserve Bank of New York to the effect that the Company is a registered bank holding company under the BHCA; (vii) a certificate of the OCC as of a recent date evidencing the corporate existence of the Bank; (viii) a certificate of the FDIC to the effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (ix) the Certificate of Amendment to the Certificate of Incorporation of the Company relating to the Series A Preferred Stock of the Company filed with the Connecticut Secretary of State in Section 5.1(gthe form attached hereto as Exhibit E (the “Certificate of Designations”); and (vix) The Company shall have delivered a certificate evidencing registration rights agreement, substantially in the formation and good standing of each of form attached hereto as Exhibit A (the Company and the Bank in North Carolina issued “Registration Rights Agreement”), duly executed by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateCompany. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price” by wire transfer in accordance with from the Escrow Account to the account provided by the Company’s written instructions; (ii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit B; and (iii) the Registration Rights Agreement duly executed by the Purchasers.

Closing Deliveries. (a) On Unless waived in writing by Pubco, CBA shall have delivered, at or prior to before the Closing, the Company shall issueto Pubco and Parent, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):documents, each of which shall be in full force and effect at Closing: (i1) this Agreement, including the Registration Rights Agreement and certificate of merger for the management rights agreement in the form of Exhibit FSecond Merger, duly executed by the CompanySecond Merger Sub and CBA; (2) evidence in a form reasonably satisfactory to Pubco that the consents, approvals, waivers and notices set forth on Schedule 8.2(d) shall have been obtained or given, as applicable; (3) a certificate of an authorized officer of CBA certifying that (i) attached thereto are true and complete copies of all resolutions adopted by the Manager of CBA authorizing the execution, delivery and performance of this Agreement and the other transaction documents to which CBA is a party and the consummation of the transactions contemplated hereby and thereby, and (ii) one or more stock certificates all such resolutions are in full force and warrant certificates (if physical certificates effect and are required all the resolutions adopted by the Purchaser to be held immediately Manager in connection with the transactions contemplated hereby; (4) a certificate of an authorized officer of CBA certifying that the conditions set forth in Section 8.2(a), Section 8.2(b) and Section 8.2(c) have been satisfied; (5) the Certificate of Formation of CBA, certified within ten (10) Business Days prior to Closing; if notClosing by the secretary of state of the state of Delaware and a good standing certificate from the secretary of state of the state of Delaware, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered dated within three ten (10) Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Closing; (iii6) a legal opinion notice to the Internal Revenue Service, in accordance with the requirements of Company CounselTreasury Regulations Section 1.1445-11T(d)(2)(i), dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by CBA, together with written authorization for Parent to deliver such counsel and addressed notice to the PurchasersInternal Revenue Service on behalf of CBA after the Closing, and a certification that the CBA Equity Interests are not “United States real property interests” as defined in Section 897(c) of the Code prepared in accordance with the Treasury Regulations under Sections 897 and 1445 of the Code (in a form reasonably acceptable to Pubco), in each case, validly executed by a duly authorized officer of CBA; (7) the Cohanzick Services Agreement, duly executed by CBA Member and CBA; (8) the Stockholder Agreement, duly executed by CBA Member; (9) the Voting Agreement, duly executed by Parent and the shareholders set forth on Schedule 1.1; and (iv10) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit FAgreement, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsCBA Member.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issuedeliver to Parent the following: (i) the executed Written Consent of the Company Stockholders; (ii) evidence of delivery of Letters of Transmittal to the Company Stockholders, deliver or cause as well as copies of any executed Letters of Transmittal, together with Stock Certificates, that the Company received prior to the Closing; (iii) the Estimated Closing Statement; (iv) the executed Certificate of Merger to be delivered to each Purchaser the following (Secretary of State of the “Company Deliverables”):State of Delaware for filing; (iv) this Agreementwritten resignations, including effective as of the Registration Rights Agreement Closing Date, of the officers and the management rights agreement in the form directors of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (ivvi) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, certifying (aA) that attached thereto is the certificate of incorporation of the Company, as amended through the Closing Date, (B) that attached thereto are the by-laws of the Company, as amended through the Closing Date, (C) that attached thereto are true and complete copies of all resolutions adopted by the board of directors of the Company authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and that all such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; and (D) the names and signatures of the officers of the Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (vii) all authorizations, consents and approvals necessary to consummate the transactions contemplated hereby; (viii) an executed affidavit, dated not more than thirty (30) days prior to the Closing Date, in accordance with Code section 1445(b)(3) and Treasury Regulation section 1.1445-2, which statement certifies that the Company is not a United States real property holding corporation; and (ix) all other certificates, instruments and other documents required to effect the transactions contemplated hereby as reasonably requested by Parent. (b) At the Closing, Parent shall deliver to the Company the following: (i) a certificate of the Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub, dated as of the Closing Date, certifying that (A) attached thereto are true and complete copies of the resolutions adopted by the Parent Board and Special Committee authorizing the execution, delivery and performance of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Ancillary Documents and the issuance consummation of the Securitiestransactions contemplated hereby and thereby, (bB) certifying the current versions attached thereto are true and complete copies of the articles resolutions adopted by the board of incorporationdirectors of Merger Sub authorizing the execution, as amended, delivery and by-laws, as amended, performance of this Agreement and the Ancillary Documents and the consummation of the Company transactions contemplated hereby and (cC) certifying as to all such resolutions are in full force and effect and are all the signatures resolutions adopted in connection with the transactions contemplated hereby and authority of persons signing the Transaction Documents and related documents on behalf of the Companythereby; (vii) a certificate of the certificate referred Secretary or an Assistant Secretary (or equivalent officer) of Parent and Merger Sub certifying the names and signatures of the officers of Parent and Merger Sub authorized to in Section 5.1(g)sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; and (viiii) The Company shall have delivered a certificate evidencing all other certificates, instruments and other documents required to effect the formation and good standing of each of the Company and the Bank in North Carolina issued transactions contemplated hereby as reasonably requested by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateCompany. (bc) On or prior to At the Closing, each Purchaser Parent shall deliver or cause to be delivered to the Company Stockholders’ Representative the following (the “Purchaser Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and, with respect wire transfers of immediately available funds equal to the Lead Investors, Closing Payment to an account and in accordance with instructions delivered to Parent by the management rights agreement in Stockholders’ Representative prior to the form of Exhibit F, duly executed by such PurchaserClosing Date; and (ii) its Subscription Amount, in U.S. dollars and in wire transfers of immediately available funds, in funds equal to the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer Stockholders’ Representative Expense Amount and in accordance with instructions delivered to Parent by the Company’s written instructionsStockholders’ Representative prior to the Closing Date.

Closing Deliveries. Purchaser shall have received, in form and substance reasonably satisfactory to Purchaser, such agreements, documents, instruments and certificates as shall be reasonably requested by Purchaser to consummate the transactions contemplated hereby to and convey to Purchaser all of the Units as contemplated herein, including the following duly executed instruments: (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Companyall consents listed on Schedule 3.3; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iiib) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a good standing certificate of the Secretary of for the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date.; (bc) On or prior certificates relating to the ClosingUnits, each Purchaser shall deliver endorsed for transfer or cause to be delivered to the Company the following (the “Purchaser Deliverables”):accompanied by executed assignments separate from certificate; (id) this Agreementa Secretary’s Certificate of the Company, including certifying as to resolutions adopted by the Registration Rights Agreement andCompany’s members approving the transaction described herein; (e) a payoff letter or similar documentation, in form reasonably acceptable to Purchaser, with respect to all Closing Payoff Debt, which letters (each a “Payoff Letter”) provide for the Lead Investorsfull satisfaction of all obligations related to the Closing Payoff Debt, and with respect to any secured Closing Payoff Debt, the management rights agreement release of all Liens relating to such Closing Payoff Debt, in each case following satisfaction of the form of Exhibit F, duly terms contained in such Payoff Letters; together with executed UCC-2 or UCC-3 termination statements (or any other applicable termination statement) executed by such Purchasereach Person holding Closing Payoff Debt that provides for a security interest in any assets of the Company; and (iif) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such a revised Operating Agreement reflecting Purchaser’s name on status sole member of the applicable signature page hereto Company and other such terms as Purchaser requests. (g) employment agreements in a form approved by wire transfer in accordance Purchaser, for Seller and Key Employees with the Company’s written instructionsterms no longer than three (3) years at salaries not greater than current compensation levels.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”): (i) a certificate evidencing a number of Shares equal to such Investors Investment Amount divided by the Per Unit Purchase Price, registered in the name of such Investor; (ii) a Warrant registered in the name of such Investor, pursuant to which such Investor shall have the right to acquire the number of shares of Common Stock equal to one-fifth of the number of Shares issuable to such Investor Section 2.2(a)(i), at an exercise price that is equal to 130% of the Per Unit Purchase Price (the “Warrant Shares”) (iii) this AgreementAgreement duly executed by the Company and each Investor; (iv) a certificate executed by the Company’s chief executive officer and chief financial officer, including confirming the Registration Rights Agreement continued truth and correctness in all material respects (except as to those representations and warranties qualified by materiality, as to which the management rights agreement confirmation shall be as to their continued truth and correctness) as of the Closing Date of the Company’s representations and warranties made in Article 3 hereof; (v) a certificate, executed by the Secretary of the Company and dated as of the Closing Date, as to (i) the resolutions consistent with Section 3.1(c) as adopted by the Company's Board of Directors in a form reasonably acceptable to the Investors, and (ii) the current certificate of incorporation, as amended, and bylaws, as amended, of the Company; (vi) executed consents of at least a majority of the shares of Common Stock then outstanding approving the items set forth in Section 4.13 herein; (vii) the legal opinion of Yuan Tai Law Offices, People’s Republic of China, Counsel to the Company and of ▇▇▇▇ ▇▇▇▇ & Co., Solicitors, Hong Kong, Counsel to the Company, addressed to the Investors, in the form of Exhibit FF attached hereto; (viii) the legal opinion of Company Counsel addressed to the Investors, in the form of Exhibit G attached hereto; (ix) the Closing Escrow Agreement, duly executed by all parties thereto; (x) the Make Good Escrow Agreement, duly executed by all parties thereto; (xi) the Registration Rights Agreement, duly executed by the Company; (iixii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the PurchasersDraft S-1 Registration Statement; and (ivxiii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted Lock-Up Agreement duly executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement all executive officers and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, directors of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf each stockholder owning directly or indirectly shares representing 10% or more of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date’s total outstanding shares. (b) On or prior to the ClosingClosing Date, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Investor Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead InvestorsCompany, the management rights agreement in the form of Exhibit F, this Agreement duly executed by such Purchaser; andthe Investor; (ii) its Subscription to the Escrow Agent for deposit and disbursement in accordance with the Closing Escrow Agreement, Investment Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing by the Company for such purpose; and (iii) to the Company, the Registration Rights Agreement, duly executed by such Investor. (c) Within three (3) Business Days following the Closing Date, the Company shall deliver or cause to be delivered the following: (i) one or more stock certificates evidencing Shares with a stated value equal to such Investor’s written instructionsInvestment Amount, registered in the name of such Investor; and (ii) a Warrant registered in the name of such Investor evidencing the number of Warrants set forth on such Investor’s signature page attached hereto.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issueParent will deliver, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”):Buyer: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit FDeed, duly executed and acknowledged by the CompanySeller and in recordable form; (ii) one or more stock certificates and warrant certificates (if physical certificates are required the ▇▇▇▇ of Sale, duly executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Seller; (iii) a legal opinion copies of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed all Seller’s Required Consents obtained by such counsel and addressed to the Purchasers; andParent or Seller ; (iv) the certificate of incorporation, certificate of formation or similar formation document of each of Parent and Seller, certified as of a certificate date not earlier than 15 days prior to the Closing Date, by the office of the Secretary of the Company, in the form attached hereto as Exhibit E (the “SecretaryState of such entity’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyorganization; (v) a certificate of good standing with respect to (A) Seller , dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization and from the office of Secretary of State of each state in which Seller is qualified or licensed to do business as a foreign limited liability company, and (B) Parent, dated as of a date not earlier than 20 days prior to the Closing Date, from the office of the Secretary of State of such entity’s organization; (vi) copies, certified on the Closing Date by the Secretary or Assistant Secretary of each of Parent and Seller of corporate or limited liability company resolutions, as applicable, authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Parent or Seller is a party, and the consummation of the transactions contemplated hereby and thereby; (vii) a certificate referred dated the Closing Date of the Secretary or Assistant Secretary of each of Parent and Seller identifying the name and title and bearing the signatures of the respective officers thereof authorized to execute and deliver this Agreement and each Ancillary Agreement to which Parent or Seller is a party; (viii) a complete copy of the Organizational Documents as in Section 5.1(g)effect on the Closing Date of each of Parent and Seller, certified by the Secretary or Assistant Secretary of each of Parent and Seller; and (viix) The Company shall have delivered a certificate evidencing such other documents as Buyer may reasonably request to carry out the formation and good standing purposes of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Datethis Agreement. (b) On or prior to At the Closing, Buyer will issue to Cinergy Corp. in full satisfaction of the Purchase Price one or more promissory notes, each Purchaser shall deliver in substantially the form attached as Exhibit A to the Buyer’s Petition filed with the Indiana Utility Regulatory Commission in Cause No. 42311 on October 18, 2002. In addition, Buyer will deliver, or cause to be delivered delivered, to the Company the following (the “Purchaser Deliverables”):Seller: (i) this the Assumption Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by Buyer; (ii) copies of all Buyer’s Required Consents obtained by Buyer; (iii) the certificate of incorporation, certificate of formation or similar formation document of Buyer , certified as of a date not earlier than 20 days prior to the Closing Date, by the office of the Secretary of State of such Purchaserentity’s organization; (iv) copies, certified on the Closing Date by the Secretary or Assistant Secretary of Buyer, of corporate resolutions authorizing the execution and delivery of this Agreement and each Ancillary Agreement to which Buyer is a party, and the consummation of the transactions contemplated hereby and thereby; (v) a certificate dated the Closing Date of the Secretary or Assistant Secretary of Buyer identifying the name and title and bearing the signatures of the officers thereof authorized to execute and deliver this Agreement and each Ancillary Agreement to which Buyer is a party; (vi) a complete copy of the Organizational Documents as in effect on the Closing Date of Buyer, certified by the Secretary or Assistant Secretary of Buyer; and (iivii) its Subscription Amount, in U.S. dollars and in immediately available funds, in such other documents as Seller or Parent may reasonably request to carry out the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionspurposes of this Agreement.

Closing Deliveries. (a) On or prior to the ClosingClosing with respect to the Purchasers listed on Annex A hereto, the Company shall issue, deliver or cause to be delivered to each such Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, Counsel dated as of the Closing Date and in addressed to such Purchasers; (iii) the form attached hereto as Exhibit DRegistration Rights Agreement, duly executed by such counsel and addressed to the Purchasers; andCompany; (iv) a copy of the duly executed Irrevocable Transfer Agent Instructions delivered to and acknowledged in writing by the Transfer Agent relating to the issuance of stock certificates, free and clear of all restrictive and other legends except as provided in Section 4.1(b) hereof, evidencing the Shares subscribed for by the Purchasers hereunder, to be registered in the names provided by the Purchasers as set forth in Section 1 of the Subscription Booklet (the “Stock Certificates”) delivered to the Company pursuant to Section 2.2(b)(iii), with the original Stock Certificates to be delivered to the addresses provided by the Purchasers in such Subscription Booklet within six (6) Business Days following the Closing; provided, however that the copy of the Irrevocable Transfer Agent Instructions and all attachments thereto delivered to Purchasers in compliance with this Section 2.2(a)(iv) shall be redacted to exclude the mailing address and tax identification number of each such Purchaser.; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit E; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate (the “Compliance Certificate”), dated as of the Closing Date and signed by the Company’s Chief Executive Officer or its Chief Financial Officer, certifying to the fulfillment of the conditions specified in Sections 5.1(a) and (b) in the form attached hereto as Exhibit F. (vii) a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of the State of Nevada, as of a date within five (5) business days of the Closing Date. (b) On or prior to the ClosingClosing with respect to the Purchasers listed on Annex A hereto, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; andPurchaser by its execution and delivery of the Omnibus Signature Page included in the Subscription Booklet; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to the Escrow maintained by the Escrow Agent as previously provided to the Purchasers; and (iii) a Subscription Booklet that is fully completed and duly executed by the Purchaser in all respects in accordance with the Company’s written instructionsinstructions set forth in the Subscription Booklet.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) facsimile copies of one or more stock certificates certificates, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as provided in Section 4.1(b) hereof), evidencing the Securities Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto (orthe “Stock Certificates”), if with the original Stock Certificates sent to the Purchasers within three (3) Business Days of Closing; (iii) a Warrant, executed by the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser as set forth on the Stock Certificate Questionnaire included as Exhibit B-2 hereto, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to fifty percent (50%) (or sixty-six and two-tenths percent (66.2%) for the Inside Investors) of the number of Shares issuable to such Purchaser), rounded up to the nearest whole share, on the terms set forth therein; (iiiiv) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DDate, executed by such counsel and addressed to the Purchasers; and; (ivv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the certificate or articles of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vvi) the certificate Compliance Certificate referred to in Section 5.1(g); and; (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina its jurisdiction of formation issued by the North Carolina Secretary of StateState (or comparable office) of such jurisdiction, as of a date within five (5) business days Business Days of the Closing Date; (viii) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Commonwealth of Massachusetts, as of a date within ten (10) Business Days of the Closing Date; (ix) a certified copy of the Certificate of Incorporation, as certified by the Secretary of State of the State of Delaware, as of a date within ten (10) Business Days of the Closing Date; and (x) a fully executed Registration Rights Agreement. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with to the escrow account set forth on Exhibit C attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company’s written instructions, and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 , respectively.

Closing Deliveries. At the Closing, (a) On or prior to the ClosingPurchaser shall deliver, the Company shall issue, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”):Seller: (i) this Agreementsubject to Section 1.9(a), including to one or more accounts designated by Seller (such designation to be made in writing at least two (2) Business Days before the Registration Rights Agreement and Confirmation Date), the management rights agreement in the form Closing Purchase Price by wire transfer of Exhibit F, duly executed by the Companyimmediately available funds; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser a counterpart to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days each of the Closing DateAncillary Agreements (other than the Assignment and Assumption Agreement and ▇▇▇▇ of Sale delivered under Section 1.12(a)(iv) and any Lease Assignment and Assumption Agreements delivered under Section 1.12(a)(v)) to which Purchaser or its designated Affiliate is a party, evidencing the Securities subscribed for by Purchaser hereunder, registered substantially in the name of such Purchaser (orforms attached as exhibits hereto, if the Company and such Purchaser agreeduly executed by Purchaser, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)as applicable; (iii) the certificate to be delivered pursuant to Section 7.2(a); (iv) to the extent any Purchased Asset (other than the Business Real Property) or Assumed Liability is not held by a legal opinion of Company CounselPurchased Entity, dated as a counterpart of the Closing Date Assignment and Assumption Agreement and ▇▇▇▇ of Sale for such Purchased Assets (other than the Purchased Equity) and such Assumed Liabilities, by and among the applicable Seller Entities, the applicable Rexam Entities and Purchaser, substantially in the form attached as Exhibit C hereto (the “Assignment and Assumption Agreement and ▇▇▇▇ of Sale”), duly executed by Purchaser or its designated Affiliate; (v) with respect to each Lease for a Leased Business Real Property to be assigned to Purchaser (and not indirectly conveyed by transfer of the applicable Purchased Entity), a duly executed counterpart of a lease assignment and assumption agreement for such Lease, in substantially the form attached hereto as Exhibit D, executed F or in such other form as may be reasonably required by the landlord under such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Lease (the “Secretary’s CertificateLease Assignment and Assumption Agreement”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing with respect to jurisdictions outside the formation United States in which Purchased Assets (including, for the avoidance of doubt, the Purchased Equity) or Assumed Liabilities are located, other forms and good standing of each agreements as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Company and Purchased Assets or the Bank in North Carolina issued by assumption of the North Carolina Secretary of StateAssumed Liabilities pursuant to this Agreement, as of a date within five (5) business days Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the transfer of the Purchased Entities or the assumption of the Assumed Liabilities pursuant to this Agreement (collectively, the “Foreign Closing DateDocuments”), in each case duly executed (as required) by Purchaser or its designated Affiliate. (b) On or prior to the ClosingSeller shall deliver, each Purchaser shall deliver or cause to be delivered delivered, to the Company the following (the “Purchaser Deliverables”):Purchaser: (i) such bills of sale, share/stock transfer forms, share transfer deeds or notarial copies of share transfer deeds (or, in the event notarial copies cannot be available at Closing, certified copies of share transfer deeds), stock powers or other instruments of transfer (in a form that is consistent with the terms and conditions of this Agreement, including pursuant to any applicable Foreign Acquisition Agreement, and otherwise consistent in such jurisdictions) as Seller and Purchaser mutually agree are reasonably necessary or appropriate to effect the Registration Rights transfer of the Purchased Entities, in each case duly executed by the applicable Seller Entities and Rexam Entities; (ii) the certificate to be delivered pursuant to Section 7.1(a); (iii) counterparts of the Assignment and Assumption Agreement andand ▇▇▇▇ of Sale duly executed by each Seller Entity named as a party thereto and each Rexam Entity named as party thereto, as applicable; (iv) a special warranty deed in customary form for each Facility and each Owned Business Real Property located in the United States and such deeds, bills of sale, assignments, certificates of title, transfer forms and other documents and instruments for each Facility and each Owned Business Real Property located outside the United States (each, a “Deed”); (v) customary owner’s affidavits of title as may be reasonably required by the title company of Purchaser’s choosing in connection with respect to the Lead Investorsconveyance of the Owned Business Real Property located in the United States; (vi) counterparts of the Foreign Closing Documents duly executed by each Seller Entity named as a party thereto and each Rexam Entity named as a party thereto, as applicable; (vii) a certificate, executed by Rexam Beverage Can Company that complies with Treasury Regulation Section 1.1445—2(b)(2) of the management rights agreement Code, substantially in the form of Exhibit FD hereto; (viii) counterparts to the Ancillary Agreements (other than the Assignment and Assumption Agreement and ▇▇▇▇ of Sale delivered under Section 1.12(b)(iii) and any Lease Assignment and Assumption Agreements delivered under Section 1.12(b)(ix)), substantially in the forms attached as exhibits hereto, duly executed by such Purchaserthe applicable Seller Entities and Rexam Entities; (ix) a duly executed counterpart of each Lease Assignment and Assumption Agreement; and (iix) its Subscription Amount, in U.S. dollars and in immediately available funds, in a receipt for the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsClosing Purchase Price.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this This Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one One or more stock certificates and warrant certificates (if physical certificates are required by certificates, containing the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date)legends provided in Section 4.1(b) hereof, evidencing a number of Shares indicated below such Purchaser’s name on the Securities subscribed for by Purchaser hereundersignature page of this Agreement, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DC, executed by such counsel and addressed to the Purchasers; andPurchasers and the Placement Agent; (iv) the Registration Rights Agreement, duly executed by the Company; (v) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent; (vi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the certificate or articles of incorporation, as amended, amended and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;; and (vvii) the certificate Compliance Certificate referred to in Section 5.1(g5.1(h); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this This Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing by the Company’s written instructionsCompany for such purpose, as set forth on Exhibit E attached hereto; (iii) the Registration Rights Agreement, duly executed by such Purchaser; (iv) a fully completed and duly executed Selling Securityholder Notice and Questionnaire in the form attached as Annex B to the Registration Rights Agreement; and (v) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits B-1 and B-2 respectively.

Closing Deliveries. (a) On At Closing, Purchaser shall: (i) deliver, or prior cause to be delivered, to each Seller, duly executed instruments of transfer of such Seller’s Proportional Share of the Consideration Shares in favor of such Seller; and (ii) deliver, or cause to be delivered, to each Seller, the written legal opinion of ▇▇▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇, Cayman Islands counsel for Purchaser, addressed to Sellers and dated as of the Closing Date, in the form set forth in Exhibit F. (b) At Closing, the Company and Sellers shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”):documents or instruments: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by instruments of transfer of the CompanyAcquired Shares in favor of Purchaser; (ii) one or more stock share certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days representing Sellers’ ownership of the Closing Date), evidencing the Securities subscribed Acquired Shares (for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchasercancellation); (iii) a legal opinion copy of the register of members of the Company Counsel, dated as of the Closing Date and certified by the Company’s registered agent in the form attached hereto as Exhibit DBritish Virgin Islands, executed by such counsel and addressed which gives effect to Purchaser’s acquisition of the Purchasers; andAcquired Shares; (iv) a share certificate representing Purchaser’s ownership of the Acquired Shares; (v) the written resignation of all directors of the Company from the board of directors of the Company and the written resignation of all legal representatives and directors of the Company Subsidiaries from their respective offices, effective upon Closing; (vi) a certificate of incumbency dated as of the Secretary Closing Date and issued by the Company’s registered agent in the British Virgin Islands, showing that persons as Purchaser may nominate shall have been appointed as the new directors of the Company; (vii) the written legal opinion of ▇▇▇▇▇▇ Westwood & Riegels, in British Virgin Islands counsel for the form attached hereto as Exhibit E (the “Secretary’s Certificate”)Company, addressed to Purchaser dated as of the Closing Date, in the form set forth in Exhibit D; (aviii) certifying the resolutions adopted by written legal opinion of Zhong Lun Law Firm, PRC counsel for the Board Company, addressed to Purchaser dated as of Directors the Closing Date, in the form set forth in Exhibit E; (ix) the minutes of the board meetings of the Company or a duly authorized committee thereof approving resolving that: (1) the transactions contemplated by this Agreement and instruments of transfer referred to in paragraph (i) above shall be approved for; (2) the other Transaction Documents and the issuance resignation of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, directors of the Company and (c) certifying as referred to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; in paragraphs (v) the certificate referred to in Section 5.1(g)shall be accepted; and (vi3) The Company such persons as Purchaser may nominate shall have delivered a certificate evidencing be appointed as the formation new directors of the Company; and (x) the complete set of company seals and good standing of each chops (including common chop, chops for contractual purpose, financial chops, legal representative chops) and business licenses of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateCompany Subsidiaries. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. At Closing, the Parties shall make the following deliveries: (a) On or prior SolarMax shall make the following deliveries to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):JZH Holders: (i) this Agreement, including certificates representing the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the CompanySolarMax Shares; (ii) one or more stock the Pledge Agreement, executed by SolarMax; (iii) resolutions of its board of directors relating to authorization of this Agreement, and the issuance of the SolarMax Shares, certified by an officer of SolarMax; and (iv) a good standing certificate from the Secretary of State of the State of Nevada as to the good standing of SolarMax. (b) The JZH Holders shall deliver the following documents to SolarMax: (i) share certificates representing the BVI Shares for transfer to SolarMax accompanied by an instrument of transfer conveying all right, title and warrant certificates interest in and to the BVI Shares to SolarMax; (if physical certificates are required ii) the Pledge Agreement, executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)BVI Holders; (iii) a legal opinion copy of Company Counsel, the register of members of BVI HoldCo dated as of the Closing Date and certified by BVI HoldCo’s registered office provider in the form attached hereto as Exhibit DBritish Virgin Islands, executed by such counsel and addressed which reflects the transfer of the BVI Shares from the JZH Holders to the Purchasers; andSolarMax; (iv) a certificate copy of the Secretary register of directors of BVI HoldCo dated as of the Closing Date and certified by BVI HoldCo’s registered office provider in the British Virgin Islands, which reflects the resignation of all previous directors of BVI HoldCo and the composition of the board of directors of BVI HoldCo consisting solely of individuals designated by SolarMax; (v) instruments signed by each of the record owners (the “Record Owners”) of the Company Interest as of date of this Agreement as set forth on Exhibit A under the heading “Record Owners” pursuant to which they (A) confirm that they are the record owners of the Company Interests set forth on Exhibit A, (B) consent to and approve this Agreement and the transactions contemplated by this Agreement; (C) confirm that they have irrevocably assigned their ownership in the Company Interests to HK Intermediate HoldCo; (D) agree that they will take all action necessary to obtain regulatory approval of the transfer of their ownership of the Company Interests to HK Intermediate HoldCo; (E) confirm that there is no action or proceeding pending or threatened which could impair their ability to complete the transfer to HK Intermediate HoldCo; (F) confirm that, except for their agreement to transfer the Company Interests to HK Intermediate HoldCo, their Company Interests are subject to no Encumbrances; and (G) such other matters as SolarMax or its counsel may request; (vi) the written legal opinion of the PRC counsel for the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), addressed to SolarMax and dated as of the Closing Date, (a) certifying in the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Companyform set forth in Exhibit B-1; (vvii) the certificate referred written legal opinion of the BVI counsel for BVI HoldCo, addressed to SolarMax and dated as of the Closing Date, in Section 5.1(g)the form set forth in Exhibit B-2; (viii) stock powers executed in blank transferring the SolarMax Shares to SolarMax as provided in the Pledge Agreement; (ix) the complete set of company stamps (including common stamp, stamps for contractual purpose, financial stamps, legal representative stamps) and business licenses of each Group Company; and (vix) The Company shall have delivered a certificate evidencing the formation and good standing of each written resolutions of the Company members of BVI HoldCo approving the Transaction and waiving any rights under the Bank BVI Articles for which waiver is required in North Carolina issued by order to consummate the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateTransaction. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to Except as otherwise indicated below, at the Closing, the Company Seller shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):to Buyer: (i) this Agreement, including each of the Registration Rights Ancillary Agreements (other than the Pharmacovigilance Agreement and the management rights agreement in the form Quality Agreement) to which Seller or any of Exhibit Fits Affiliates is a party, duly validly executed by the Companya duly authorized officer of Seller or its applicable Affiliate; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days a receipt acknowledging receipt of the Closing DatePayment in satisfaction of Buyer’s obligations pursuant to Section 2.3.1, validly executed by a duly authorized representative of Seller; (iii) the tangible Purchased Assets; provided, that (A) delivery shall, unless the Parties otherwise mutually agree, be to the locations set forth in Schedule 2.4.2(a)(iii) and which may be delivered (1) [***] with respect to Sections 2.1.1(a) (Purchased Regulatory Approvals) and 2.1.1(b) (Purchased Regulatory Documentation), (2) [***] with respect to Section 2.1.1(d) (Purchased Intellectual Property) [***] under Section 2.1.1(c) and, (3) [***] and (B) Seller may retain copies of the Purchased Regulatory Documentation included within the Purchased Assets (and, for the avoidance of doubt, prior to delivering or making available any files, documents, instruments, papers, books and records constituting Purchased Regulatory Documentation to Buyer, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); (iv) the Seller FDA Transfer Letter; and (v) the Seller Health Canada Transfer Letter. (b) At the Closing, Buyer shall deliver the following to Seller: (i) each of the Ancillary Agreements (other than the Pharmacovigilance Agreement and the Quality Agreement) to which Buyer or any of its Affiliates is a party, validly executed by a duly authorized officer of Buyer or its applicable Affiliate; (ii) the Closing Payment in accordance with Section 2.3.1 (along with a U.S. Federal Reserve reference or similar number evidencing the Securities subscribed for by Purchaser hereunder, registered in the name execution of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaserpayment); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the PurchasersBuyer FDA Transfer Letter; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and Buyer Health Canada Transfer Letter. (c) certifying as Buyer shall conduct a quality and completeness review of the Purchased Regulatory Documentation transferred to it pursuant to Section 2.4.2(a)(iii) promptly following such transfer and, within 30 days after such transfer, shall notify Seller in writing of any problems or issues experienced by Buyer regarding the completeness, navigation or readability of such transferred Purchased Regulatory Documentation that Buyer reasonably and in good faith believes are related to the signatures transfer of such Purchased Regulatory Documentation (and authority not, for example, related to Buyer system capabilities or compatibility). Seller shall use its commercially reasonable efforts to assist Buyer in remedying any such problems or issues (if any) as soon as reasonably practicable following Seller’s receipt of persons signing the Transaction Documents and related documents on behalf Buyer’s notice of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Datesame. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or At least five (5) Business Days prior to the ClosingClosing (except as noted below), the Company Borrower shall issue, deliver or cause to be delivered to each Purchaser Initial Lender the following following: the Note, free and clear of all restrictive and other legends (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement except as provided in the form of Note attached hereto as Exhibit FA), duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser Borrower, to be held immediately prior to in escrow and released upon the Closing; if nota notice of borrowing, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered substantially in the name form attached hereto as Exhibit B, delivered by 10:00 a.m. (New York, New York time) (the “Notice of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such PurchaserBorrowing”); (iii) . a legal opinion of Company CounselBorrower’s counsel, dated as of the Closing Date and substantially in the form attached hereto as Exhibit C, executed by such counsel and addressed to Lenders, to be released upon the Closing; a certificate of the Secretary of Borrower, in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, to be held in escrow and released upon the Closing, certifying: (aA) certifying the resolutions adopted by the Board board of Directors directors of Borrower (the Company “Board”) or a duly authorized committee thereof approving the borrowing of the Term Loan and approving the other transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, Agreement; (bB) certifying the current versions of the articles organizational documents and bylaws of incorporation, as amended, and by-laws, as amended, of the Company Borrower; and (cC) certifying as to the signatures and authority of persons signing the Transaction Documents this Agreement and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g)Borrower; and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and Chief Executive Officer, President or Chief Financial Officer of Borrower, in the Bank in North Carolina issued by the North Carolina Secretary of Stateform attached hereto as Exhibit E, dated as of a date within five (5) business days of the Closing Date, to be held in escrow and released upon the Closing, certifying to the fulfillment of the conditions specified in 0(a), 0(b) and 0(d); a certificate of existence or good standing for Borrower from each of the jurisdictions of Borrower’s incorporation and Borrower’s principal place of business, each as of a recent date; a certificate of existence or good standing for the Bank from the jurisdiction of the Bank’s formation as of a recent date; and a transfer to Initial Lender or its designee, in immediately available funds, of: (A) the closing fee indicated in (b); and (B) a reimbursement to Lender of all of Lender’s reasonable transactional expenses in excess of $5,000; provided, however, that the maximum amount of transactional expenses for which Borrower shall reimburse Lender shall be $5,000; provided further, that the amounts payable hereunder may be paid through a net settlement of the Term Loan amount to be transferred to Borrower pursuant to Section 1.1 and Section 1.9(b)(ii) below. (b) On or prior to the Closing, each Purchaser Initial Lender shall deliver or cause to be delivered to Borrower the Company following: Schedule C, indicating the following (principal amount of the “Purchaser Deliverables”): (i) Term Loan and the applicable interest rate, either attached to this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amountthe Initial Lender, or, if this Agreement has previously been delivered, in U.S. dollars a separate written notice to Borrower; and a transfer to Borrower, in immediately available funds, in of an amount equal to the amount indicated below such Purchaser’s name on principal value of the applicable signature page hereto by wire transfer Term Loan extended (at the option of Initial Lender, net of any amounts due to Initial Lender pursuant to Section 1.9(a)), in accordance with written wire transfer instructions indicated in the Company’s written instructionsNotice of Borrowing delivered by Borrower to Initial Lender at least five Business Days prior to the Closing.

Closing Deliveries. 8.1. At the Closing, Seller, at its sole cost and expense, shall deliver to Purchaser the following items and documents (which documents shall be in form and substance reasonably satisfactory to Purchaser’s attorneys): (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and Special Warranty Deed in the form attached hereto as Exhibit DF (the “Deed”), duly executed by Seller and acknowledged on behalf of Seller; (b) a ▇▇▇▇ of Sale in the form attached hereto as Exhibit G (the “▇▇▇▇ of Sale”) conveying, transferring and selling to Purchaser all right, title and interest of Seller in and to all of the Personal Property, executed by such counsel and addressed to the Purchasers; andSeller; (ivc) a certificate an Assignment and Assumption of the Secretary of the CompanyLeases, in the form attached hereto as Exhibit E H (the “Secretary’s CertificateAssignment and Assumption of Leases”), dated as executed by Seller; (d) a signed notice to each Tenant advising it of the Closing Datewithin sale and directing it to pay rent to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit I (the “Tenant Notification Letters”), executed by Seller; (e) subject to the terms of Section 2.4, evidence of the termination of each Contract which Purchaser notifies Seller it does not desire to assume (any such Contract being referred to as a “Terminated Contract” and all other Contracts being referred to as the “Assigned Contracts”); (f) to the extent within Seller’s possession or control, all (i) original licenses and permits pertaining to the Property and which may be required for the use or occupancy thereof (the “Licenses and Permits”), (aii) required permanent certificates of occupancy for the Improvements relating to such Property (“Certificates of Occupancy”), to the extent existing, and (iii) records and other documents pertaining to the ownership, operation and maintenance of the Property (the “Property Documents”); (g) to the extent within Seller’s possession or control, all assignable guaranties and warranties which Seller has received in connection with any work or services performed, or to be performed with respect to, or equipment installed in the Property, and Seller shall cooperate with Purchaser at Purchaser’s expense in enforcing any such guaranties and warranties not assignable, which obligation shall survive the Closing (the “Guaranties and Warranties”); (h) an Assignment and Assumption of the Assigned Contracts, Licenses and Permits, Certificates of Occupancy, Property Documents and Guaranties and Warranties in the form attached hereto as Exhibit J (the “Assignment and Assumption of Contracts”), executed by Seller; (i) an Assignment and Assumption of Intangible Property, in the form attached hereto as Exhibit U (the “Assignment and Assumption of Intangible Property”), executed by Seller; (j) a signed notice to each contract party (other than Seller), or service or materials provider or supplier under the Assigned Contracts advising it of the within sale and directing it to address all correspondence and bills to Purchaser or, at Purchaser’s option, to Purchaser’s designee in the form attached hereto as Exhibit K (the “Assigned Contract Notification Letters”), executed by Seller; (k) an executed Affidavit of Non-Foreign Status, in the form attached hereto as Exhibit L, executed by Seller, certifying that Seller is not a “foreign person” pursuant to Section 1445 of the resolutions adopted Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder; (l) an executed IRS Form 1099; (m) copies of such organizational documents and consents of Seller and its managing member, including, without limitation, good standing certificates, as Purchaser or the Title Company shall reasonably require; (n) to the extent within Seller’s possession or control, all keys to entrance doors to, and equipment and utility rooms located in, the Property, which keys shall be properly tagged for identification; (o) any and all documents, affidavits and/or instruments required to be filed by Seller in connection with the imposition and/or payment of any and all applicable federal, state, county, municipal or other transfer taxes with respect to the transactions set forth herein (collectively, “Transfer Tax Documentation”), in proper form for submission, prepared, executed and acknowledged by Seller; (p) such reasonable and customary affidavits, indemnities and other deliveries as are required by the Board Title Insurance Company to deliver so-called “extended coverage”, executed by Seller (or such other persons as may be required by the Title Company), it being agreed that the affidavit attached as Exhibit O is deemed reasonable and customary; (q) to the extent within Seller’s possession or control, all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property; (r) to the extent within Seller’s possession or control, any and all plans and specifications pertaining to the Property; (s) all deliveries required to be made pursuant to the provisions of Directors Section 6.6 of this Agreement; (t) a certification updating the representations and warranties given by Seller pursuant to Section 9.1 hereof, executed by Seller; (u) to the extent within Seller’s possession or control, the lessor’s original executed counterparts of all Leases and Assigned Contracts, together with all lease files maintained in connection therewith and all books, records, property maintenance and other files (on computer disc, if available) maintained by Seller, or by Seller’s agents, with respect to the Property, including, without limitation, originals of all amendments and modifications of the Company Leases and original counterparts of all guarantees thereunder, and copies of all correspondence and other contents of Seller’s Lease files for all Tenants; (v) evidence of termination of any and all leases, or a duly authorized committee thereof approving other occupancy, operational, or other arrangements in effect between Seller and any affiliate of or party related to Seller; (w) the Seller Estoppel Certificate (as hereinafter defined); (x) such other documents as may be reasonably required to effectuate the transactions contemplated by this Agreement, the transactions contemplated by the Existing Loan Purchase Agreement (it being agreed that documents required to be executed and delivered by Seller, Existing Loan Borrower, CBF or their respective affiliates in accordance with the other Transaction Documents and the issuance terms of the SecuritiesExisting Loan Purchase Agreement (as it exists on the Effective Date) shall be deemed reasonably required), (b) certifying and/or to effectuate the current versions closing of the articles of incorporationtransaction contemplated hereunder (including, as amendedwithout limitation, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to documentation described in Section 5.1(g13.1); and (viy) The Company shall have delivered a certificate evidencing if requested by Purchaser, an assignment of Seller’s right to pursue to conclusion the formation and good standing of each condominium conversion process triggered by filing of the Company Public Offering Statement, in the form attached hereto as Exhibit N (the “Assignment of Rights Under Public Offering Statement”). 8.2. At the Closing, Purchaser, at its sole cost and expense, shall deliver to Seller the Bank following, each document hereafter mentioned to be in North Carolina issued by form and substance reasonably satisfactory to Seller’s attorneys: (a) the North Carolina Secretary of State, as of a date within five (5) business days balance of the Closing Date.Purchase Price; (b) On or prior the Assignment and Assumption of Leases, executed by Purchaser; (c) the Assignment and Assumption of Contracts, executed by Purchaser; (d) the Assignment and Assumption of Intangible Property, executed by Purchaser; (e) a certification updating the representations and warranties given by Purchaser pursuant to Section 9.2 of this Agreement, executed by Purchaser; (f) the ClosingTenant Notification Letters, each executed by Purchaser; (g) the Assumed Contract Notification Letters, executed by Purchaser; (h) the Transfer Tax Documentation, if applicable, executed by Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):if required by law); (i) this Agreement, including such other documents as may be reasonably required to effectuate the Registration Rights transaction contemplated by the Agreement and, with respect and/or to effectuate the Lead Investors, closing of the management rights agreement in the form of Exhibit F, duly executed by such Purchasertransaction contemplated hereunder; and (iij) its Subscription Amountthe Assumption and Release Agreement, in U.S. dollars executed by Purchaser and in immediately available funds, in the amount indicated below such Existing Loan Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date)certificates, evidencing the Securities Common Shares subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of or as otherwise set forth on such Purchaser’s Stock Certificate Questionnaire included as Exhibit A-2 hereto (the “Stock Certificates”); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DB, executed by such counsel and addressed to the Purchasers; and; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company (the “Board”) or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and Agreement, including the issuance of the SecuritiesCommon Shares, (b) certifying the current versions of the articles of incorporation, as amended, and by-lawsbylaws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents this Agreement and related documents on behalf of the Company; (v) a certificate of the certificate referred Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.1(a) and 5.1(b); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing Certificate of each of Good Standing for the Company and from the Bank in North Carolina issued by the North Carolina Louisiana Secretary of State, State as of a date within five (5) business days of the Closing Daterecent date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) following its receipt of the Stock Certificates, its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions; and (iii) a fully completed and duly executed Accredited Investor Questionnaire and Stock Certificate Questionnaire in the forms attached hereto as Exhibits A-1 and A-2 , respectively.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall will issue, deliver or cause to be delivered to each the Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates certificate, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as expressly provided in Section 4.2(b)), evidencing the Securities subscribed for by Purchaser hereunderShares, registered in the name of such each Purchaser (or, if in the Company and such Purchaser agree, the Company shall cause number of Shares to be made a book-entry record through allocated to each Purchaser or as otherwise set forth on the facilities of DTC representing the Common Shares registered in the name of such Purchaser’s Stock Certificate Questionnaire included as Exhibit A hereto (“Stock Certificates”); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and Date, in substantially the form attached hereto as Exhibit DB, executed by such counsel and addressed to the Purchasers; andPurchaser, which opinion shall be identical in all material respects to any opinion that may be delivered to the Other Purchasers as part of the Private Placement; (iv) the Registration Rights Agreement, duly executed by the Company; (v) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)C, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by the Transaction Documents, including the issuance of the Shares under this Agreement and the other Transaction Documents and shares of Common Stock under the issuance of the SecuritiesOther Purchase Agreements, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, Constituent Documents of the Company Company, and (c) certifying as to the signatures and authority of persons the individuals signing the Transaction Documents and related documents on behalf of the Company; (vvi) a certificate of the certificate referred Chief Executive Officer of the Company, in substantially the form attached hereto as Exhibit D, dated as of the Closing Date, certifying to the fulfillment of the conditions specified in Section 5.1(gSections 5.l(a), 5.l(b) and 5.l(j); and (vivii) The Company shall have delivered a certificate evidencing the formation Certificate of Good Standing and good standing a Certificate of each of Existence for the Company and from the Bank in North Carolina issued by the North Carolina Louisiana Secretary of State, State dated as of a date within five (5) business days of the Closing Daterecent date. (b) On At or prior to the Closing, each the Purchaser shall will deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its the Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed Stock Certificate Questionnaire in the form attached hereto as Exhibit A.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required evidence of book entry of the Shares purchased by the Purchaser pursuant to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderthis Agreement, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)or its nominee; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)D, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesShares, (b) certifying the current versions of the articles Articles of incorporation, as amended, Incorporation and by-lawsbylaws, as amended, of the Company Company, and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iv) a certificate, dated as of the Closing Date and signed by of the President and Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit E; (v) a Subsistence Certificate for the Company from the Department of State of the Commonwealth of Pennsylvania as of a recent date; (vi) a certificate referred of the Federal Reserve Bank of Philadelphia to the effect that the Company is a registered bank holding company under the BHCA; (vii) a certificate of the PDBS as of a recent date evidencing the corporate existence of the Bank; (viii) a certificate of the FDIC to the effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (ix) the Statement with Respect to Shares relating to the Series B Preferred Stock filed with the Department of State of the Commonwealth of Pennsylvania in Section 5.1(gthe form attached hereto as Exhibit G (the “Series B Preferred Stock Statement with Respect to Shares”); (x) with respect to Castle Creek, the VCOC Letter Agreement, the Warrant Agreement and a registration rights agreement, substantially in the form attached hereto as Exhibit A (the “Registration Rights Agreement”), each duly executed by the Company; (xi) with respect to CPV, the Registration Rights Agreement, duly executed by the Company; and (vixii) The Company shall have delivered a certificate evidencing the formation and good standing of signature pages to this Agreement from each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateAdditional Purchaser. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price” by wire transfer in accordance with to the account provided by the Company’s written instructions; (iii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit B; (iv) with respect to Castle Creek, the VCOC Letter Agreement, the Warrant Agreement and the Registration Rights Agreement, each duly executed by Castle Creek; (v) with respect to CPV, the Registration Rights Agreement, duly executed by CPV; (vi) a properly completed and duly executed IRS Form W-9 dated no earlier than twenty (20) days prior to the Closing Date; and (vii) a certificate, dated as of the Closing Date, signed by an authorized officer of such Purchaser certifying the fulfillment of the conditions specified in Section 5.2(a) and Section 5.2(b) with respect to such Purchaser.

Closing Deliveries. (a) On or prior to At the Closing, the Company each Seller (as applicable) shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Purchaser: (i) this Agreementstock certificates evidencing the Transferred Subsidiary Shares duly endorsed in blank, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, or accompanied by stock powers duly executed by the Companyin blank and with all required stock transfer tax stamps affixed; (ii) one or more stock certificates the ▇▇▇▇ of Sale, the Deeds with all Conveyance Tax stamps affixed, each Assignment of Lease, the Assignment of Transferred Intellectual Property and warrant certificates (if physical certificates are required such other instruments, in form and substance reasonably satisfactory to the Purchaser, as may be reasonably requested by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with effect the original stock certificates to be delivered within three Business Days transfer of the Closing Date)Transferred Assets to the Purchaser or evidence such transfer on the public records, evidencing in each case duly executed by the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)applicable Asset Seller; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, Assumption Agreement executed by such counsel and addressed to the Purchasers; andeach applicable Asset Seller; (iv) executed counterparts of each Ancillary Agreement other than the Ancillary Agreements delivered pursuant to Section 2.10(a) (ii) and (iii); (v) a certificate of receipt for the Purchase Price, as adjusted in accordance with this Agreement; (vi) a true and complete copy, certified by the Secretary or an Assistant Secretary of the Companyapplicable Seller, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions duly and validly adopted by the Board of Directors of such Seller evidencing its authorization of the Company or a duly authorized committee thereof approving execution and delivery of this Agreement and each applicable Ancillary Agreement and the consummation of the transactions contemplated by hereby and thereby; (vii) a certificate of the Secretary or an Assistant Secretary of each Seller certifying the names and signatures of the officers or other authorized Person of such Seller authorized to sign this Agreement and each applicable Ancillary Agreement and the other Transaction Documents documents to be delivered hereunder and the issuance thereunder; (viii) a certificate of the Securities, (b) Secretary or an Assistant Secretary of each Transferred Subsidiary certifying that the current versions transfer of the articles of incorporation, as amended, and by-laws, as amended, Transferred Subsidiary Shares has been duly noted in the corporate records of the Company corresponding Transferred Subsidiary; (ix) evidence that, after the Closing Date, the Business and all Receivables generated by the Mexican Business after the Closing Date shall not be subject to any securitization program of Rhodia or its Affiliates or any related Encumbrances other than Permitted Encumbrances; (x) written resignations or evidence of removal of each of the directors of the Transferred Subsidiaries; (xi) (A) evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets and (cB) pay-off letters and evidence of the release of all liens (other than Permitted Encumbrances) on the Transferred Assets relating to the certain sale and leaseback transactions described in item 45 of Section 3.04(c) and item 2 of Section 3.07 of the Disclosure Schedule; and (xii) a certificate of a duly authorized officer or other authorized Person of the Sellers certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to matters set forth in Section 5.1(g8.02(a); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to At the Closing, each the Purchaser shall deliver or cause to be delivered to the Company the following Sellers (the “Purchaser Deliverables”except as set forth in (vi) below): (i) the Purchase Price, as adjusted in accordance with this Agreement, including the Registration Rights Agreement and, with respect by wire transfer in immediately available funds to the Lead InvestorsPurchase Price Bank Account; (ii) executed counterparts of each Ancillary Agreement to which the Purchaser is a party; (iii) a true and complete copy, certified by the management rights agreement Secretary or an Assistant Secretary of the Purchaser, of the resolutions duly and validly adopted by the Board of Directors of the Purchaser and the stockholders of the Purchaser evidencing its authorization of the execution and delivery of this Agreement and the Ancillary Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary or an Assistant Secretary of the Purchaser certifying the names and signatures of the officers of the Purchaser authorized to sign this Agreement and the Ancillary Agreements and the other documents to be delivered hereunder and thereunder; (v) a certificate of a duly authorized officer of the Purchaser certifying as to the matters set forth in the form of Exhibit F, duly executed by such PurchaserSection 8.01(a); and (iivi) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto Estimated Mexican Net Debt by wire transfer in accordance with immediately available funds to a bank account or bank accounts to be designated by Rhodia in a written notice to the Company’s written instructionsPurchaser at least five Business Days before the Closing. (c) At the Closing, Parent shall deliver or cause to be delivered to the Sellers, a certificate of the Secretary or an Assistant Secretary of Parent certifying the names and signatures of the officers of Parent authorized to sign this Agreement.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser (unless otherwise indicated) the following (the “Company Deliverables”): (i) this Agreement, including evidence of book entry of the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required Shares purchased by the Purchaser pursuant to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderthis Agreement, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)or its nominee; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (ivii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)A, dated as of the Closing Date, (aA) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the SecuritiesSeries B Preferred Shares, (bB) certifying the current versions of the articles Articles of incorporation, as amended, Incorporation and by-lawsbylaws, as amended, of the Company and Company, (cC) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (iii) a certificate, dated as of the Closing Date and signed by of the President and Chief Executive Officer or Chief Financial Officer of the Company, in the form attached hereto as Exhibit B; (iv) a Subsistence Certificate for the Company from the Department of State of the Commonwealth of Pennsylvania as of a recent date; (v) a certificate of the Federal Reserve Bank of Philadelphia to the effect that the Company is a registered bank holding company under the BHCA; (vi) a certificate referred of the PDBS as of a recent date evidencing the corporate existence of the Bank; (vii) a certificate of the FDIC to the effect that the Bank’s deposit accounts are insured by the FDIC under the provisions of the Federal Deposit Insurance Act; (viii) a registration rights agreement, substantially in Section 5.1(gthe form attached hereto as Exhibit C (the “Registration Rights Agreement”), duly executed by the Company; (ix) the Statement with Respect to Shares relating to the Series B Preferred Stock filed with the Department of State of the Commonwealth of Pennsylvania in the form attached hereto as Exhibit D (the “Series B Preferred Stock Statement with Respect to Shares”); (x) the resignations of all of the Resigning Directors, in form and substance reasonably acceptable to the Initial Investors; and (vixi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued Warrant Agreement, duly executed by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateCompany. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Purchase Price” by wire transfer in accordance with to the account provided by the Company’s written instructions; (ii) the Registration Rights Agreement, duly executed by the Initial Investor Persons; (iii) a fully completed and duly executed Accredited Investor Questionnaire (the “Questionnaire”) reasonably satisfactory to the Company, in the form attached hereto as Exhibit E; (iv) the Warrant Agreement, duly executed by the Initial Investors; (v) a properly completed and duly executed IRS Form W-9 dated no earlier than twenty (20) days prior to the Closing Date; and (vi) a certificate, dated as of the Closing Date, signed by an authorized officer of such Purchaser, or, if such Purchaser is a natural person, signed by such Purchaser, certifying the fulfillment of the conditions specified in Section 5.2(a) and Section 5.2(b) with respect to such Purchaser.

Closing Deliveries. (a) On At or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the Purchasers or the Placement Agent, as applicable, the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a customary legal opinion of from Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit DDate, executed by such counsel and addressed to the PurchasersPurchasers and the Placement Agent; (iii) facsimile copies of the issued and duly executed Shares and Warrants being purchased by such Purchaser at the Closing pursuant to this Agreement; (iv) a copy of the irrevocable Transfer Agent Instructions, which instructions shall have been delivered to and acknowledged in writing by the Company’s transfer agent (the “Transfer Agent Instructions”); (v) the Registration Rights Agreement, duly executed by the Company; and (ivvi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, and (b) certifying the current versions of the articles certificate of incorporation, as amended, incorporation and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf bylaws of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On At or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and (iv) a fully completed and duly executed Investor Questionnaire in the form provided by the Company.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if as the Company and such Purchaser agree, the Company shall cause the Transfer Agent to be made a issue, in book-entry record through form the facilities number of DTC representing Preferred Shares specified on such Purchaser’s signature page hereto (or, if the Common Shares Company and such Purchaser shall have agreed, as indicated on such Purchaser’s signature pages hereto, that such Purchaser will receive Stock Certificates for their Preferred Shares, then the Company shall instead instruct the Transfer Agent to issue such specified Stock Certificates registered in the name of such PurchaserPurchaser or as otherwise set forth on the Stock Certificate Questionnaire); (iii) a legal opinion of Company Puerto Rican Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and; (iv) a legal opinion of Company U.S. Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit E, executed by such counsel and addressed to the Purchasers; (v) the Registration Rights Agreement, duly executed by the Company (which shall be delivered on the date hereof); (vi) the AST Escrow Agreement, duly executed by the Company and AST (which shall be delivered on the date hereof); (vii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E F (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles Certificate of incorporationIncorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;; and (vviii) the certificate Compliance Certificate referred to in Section 5.1(g5.1(f); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Each Purchaser shall deliver or cause to be delivered to the Company or the Escrow Agent, as applicable, the following (the “Purchaser Deliverables”): (i) On or prior to the date hereof: a) this Agreement, including duly executed by such Purchaser; b) the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit FAgreement, duly executed by such Purchaser; c) a Custodian Agreement, if applicable, duly executed by such Purchaser; d) a fully completed and duly executed Accredited Investor Questionnaire, reasonably satisfactory to the Company, and the Stock Certificate Questionnaire in the forms attached hereto as Exhibits C-1 and C-2 , respectively; and (iie) if such Purchaser is not a Section 2.1(c)(iii) Purchaser, its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer to the Escrow Account in accordance with the Escrow Agent’s written instructions. (ii) On or prior to the Closing Date: a) if such Purchaser is a Section 2.1(c)(iii) Purchaser, then such Purchaser shall deliver or cause to be delivered to the Company on or prior to the Closing Date, its Subscription Amount, in United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (ai) On Except as provided otherwise herein, at or prior to the Closingfirst Purchase Date and on or after the effectiveness of this Agreement, the Company and the Seller shall issue, deliver or cause to be delivered to each Purchaser the following (Buyer, the “Company Deliverables”):following: (iA) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the CompanyCompany and the Seller, which shall be delivered on the date of execution hereof; (iiB) one or more stock certificates and warrant certificates (if physical certificates are required the Contribution Agreement, duly executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agreethe Seller, which shall be delivered on the Company shall cause to be made a book-entry record through the facilities date of DTC representing the Common Shares registered in the name of such Purchaser)execution thereof; (iiiC) a legal opinion certificate of Company Counselthe Chief Executive Officer or President and the Chief Financial Officer of the Company, dated as of such first Purchase Date, certifying to the Closing Date matters in Section 5(a) and Section 5(d) hereof substantially in the form attached hereto as Exhibit D, executed by such counsel and addressed to the PurchasersA; and (ivD) a certificate of the Secretary of the Company, dated as of such first Purchase Date, substantially in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing DateB, (a) certifying the then current versions of the Partnership Agreement and the Charter, and (b) certifying the resolutions adopted by the Board of Directors of Company and the Company or a duly authorized committee thereof Seller approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company;OP Units. (vii) Except as provided otherwise herein, at or prior to any Purchase Date other than the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of first Purchase Date, the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateSeller shall issue, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company Buyer, the following (the “Purchaser Deliverables”):following: (iA) this Agreementa certificate of the Chief Executive Officer or President and the Chief Financial Officer of the Company, including the Registration Rights Agreement anddated as of such Purchase Date, with respect certifying to the Lead Investors, the management rights agreement matters in the Section 5(a) and Section 5(d) hereof substantially in form of attached hereto as Exhibit F, duly executed by such PurchaserA; and (iiB) its Subscription Amounta certificate of the Secretary of the Company, in U.S. dollars and in immediately available funds, dated as of such Purchase Date substantially in the amount indicated below such Purchaser’s name on form attached hereto as Exhibit B, (a) certifying the applicable signature page hereto then current versions of the Partnership Agreement and the Charter and (b) certifying the resolutions adopted by wire transfer in accordance with the Company’s written instructionsCompany and the Seller approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the OP Units.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form a copy of Exhibit F, duly executed by the Company; (ii) ’s irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, one or more stock certificates certificates, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as expressly provided in Section 4.1(b) hereof), evidencing such number of Preferred Shares equal to such Investor’s Investment Amount divided by the Securities subscribed for Per Unit Purchase Price divided by Purchaser hereunderone thousand (1,000), registered in the name of such Purchaser Investor; (orii) a Warrant, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered issued in the name of such Purchaser)Investor, pursuant to which such Investor shall have the right to acquire such number of Warrant Shares equal to the number of Units purchased by such Investor; (iii) duly executed Transfer Agent Instructions acknowledged by the Transfer Agent; (iv) the Certificate of Designation, certified by the Secretary of State of the State of Delaware; (v) a legal opinion of Company Counsel, dated as of in a form reasonably acceptable to the Closing Date and in the form attached hereto as Exhibit DLead Investors, executed by such counsel and addressed delivered to the Purchasers; andInvestors; (ivvi) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporationincorporation and by-laws of the Company, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vivii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and Chief Executive Officer or Chief Financial Officer of the Bank in North Carolina issued by the North Carolina Secretary of StateCompany, dated as of a date within five (5) business days of the Closing Date, certifying the fulfillment of the conditions specified in Section 5.1. (b) On or prior to At the Closing, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) purchase price set forth on such Investor’s signature page to this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to an account designated in accordance with writing to such Investor by the Company’s written instructionsCompany for such purpose.

Closing Deliveries. (a) On or prior to At the Closing, the Company Pubco shall issue, deliver have delivered or cause caused to be delivered to each Purchaser R2 and the following Shareholders (or, if applicable, the “Company Deliverables”):Exchange Agent) the following: (i) this Agreement, including the Registration Rights Agreement duly executed by Pubco and the management rights agreement in the form of Exhibit F, Note Amendment/Transfer Agreement duly executed by the Companyparties thereto; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by a letter agreement appointing the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered Board Observer as provided in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser);Section (iii) a legal opinion certificate of Company Counselgood standing for Pubco from the State of Nevada, dated not earlier than five (5) days prior to the Closing Date; (iv) A true and complete list, prepared as of the Closing Date most recent practicable date by Pubco’s transfer agent and in registrar, Continental Stock Transfer & Trust Company, of the form attached hereto as Exhibit Dnames and addresses of the record owners of all of the outstanding shares of Pubco Common Stock, executed together with the number of shares of Pubco Common Stock held by such counsel and addressed to the Purchasers; andeach record owner; (ivv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”)Pubco, dated as of the Closing Date, certifying as to (ai) certifying the incumbency of officers of Pubco executing this Agreement and all exhibits and schedules hereto and all other documents, instruments and writings required pursuant to this Agreement (the “Transaction Documents”), (ii) a copy of the Articles of Incorporation and By-Laws of Pubco, as in effect on and as of the Closing Date, and (iii) a copy of the resolutions adopted by of the Board of Directors of Pubco authorizing and approving Pubco’s execution, delivery and performance of the Company or a duly authorized committee thereof approving Transaction Documents, all matters in connection with the Transaction Documents, and the transactions contemplated thereby; (vi) ll corporate records, board minutes and resolutions, tax and financial records, agreements, seals and any other information or documents reasonably requested by this Agreement and R2’s representatives with respect to Pubco; (vii) such other documents as R2 and/or the other Transaction Documents and Shareholders may reasonably request in connection with the issuance of transactions contemplated hereby; and (viii) a certificate, dated the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amendedClosing Date, of the Company and (c) an officer of Pubco, certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued compliance by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance Pubco with the Company’s written instructionsconditions of Section 7.1(b) below.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Purchaser: (i) this Agreementa stock certificate or certificates in definitive form, including the Registration Rights Agreement registered in Purchaser’s name and the management rights agreement in the form name of Exhibit Fsuch other Persons for which Purchaser acts as nominee, duly executed by representing the CompanyShares; (ii) one or more stock certificates the Release Agreements, duly executed by each of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ (“▇▇▇▇▇▇▇”) and warrant certificates ▇▇▇▇▇▇ ▇. ▇▇▇▇▇ (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser▇▇▇▇▇”); (iii) a legal opinion of the Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andCounsel Opinion; (iv) the Stockholders’ Agreement, duly executed by the Company and each of Bogatin and ▇▇▇▇▇; (v) the Non-Compete Agreements, duly executed by the Company and each of Bogatin and ▇▇▇▇▇; (vi) the Fairness Opinion; (vii) the Company Officer’s Certificate; (viii) a certificate of by the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, as to (aA) certifying the resolutions adopted good standing of the Company in its jurisdiction of incorporation, (B) except for the Certificate, no amendments to the Company’s charter documents between the date hereof and the Closing Date that would adversely affect the Company’s obligations under this Agreement were approved by the Board of Directors or shareholders or filed with the Secretary of State of the State of Delaware, (C) the effectiveness of resolutions of the Company’s board of directors authorizing the execution, delivery and performance of this Agreement by the Company or a duly authorized committee thereof approving the transactions contemplated by passed in connection with this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amendedtransactions contemplated hereby, and by-laws, as amended, (D) the incumbency of such officer of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents executing this Agreement or any other document on behalf of the Company; (vix) confidentiality agreements, in such form as is acceptable to Purchaser in its reasonable discretion, from each employee designated by Purchaser; (x) a fully-executed copy of that certain Indemnification Agreement, dated as of October 28, 2003, by and between the certificate referred Company and ▇▇▇▇▇; (xi) a copy of that certain amendment, dated as of October 28, 2003, to in Section 5.1(g)the Indemnification Agreement, dated as of May 2, 2000, between the Company and Bogatin; and (vixii) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, such other documents as of a date within five (5) business days of the Closing Datemay be required under this Agreement or as Purchaser or its counsel may reasonably request. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):Company: (i) this Agreementas payment in full for the Shares being purchased by it, including and against delivery of the Registration Rights Agreement and, with respect to the Lead Investorsstock certificate or certificates therefor as aforesaid, the management rights agreement in Purchase Price by wire transfer of immediately available funds; (ii) the form of Exhibit FStockholders’ Agreement, duly executed by such Purchaser; (iii) the Purchaser Certificate; and (iiiv) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto other documents as may be required by wire transfer in accordance with the Company’s written instructionsthis Agreement.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company Target shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):items, all of which shall be in a form and substance reasonably acceptable to Acquiror: (i) this Agreement, including A certificate executed on behalf of Target by its Chief Executive Officer certifying to the Registration Rights Agreement and the management rights agreement matters in the form of Exhibit F, duly executed by the CompanySection 4.1(b); (ii) one or more stock certificates and warrant certificates (if physical certificates are required by Certificates from the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies Secretary of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days State of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name State of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause Delaware as to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Target’s good standing; (iii) a legal opinion A certified copy from the Secretary of Company CounselState of the State of Delaware of the current Certificate of Incorporation of Target; (iv) A certificate executed on behalf of Target by its Secretary certifying its bylaws and board resolutions approving and authorizing the transactions contemplated herein; (v) Such other documents as Acquiror’s counsel shall have reasonably requested, in form and substance reasonably satisfactory to such counsel; (vi) The written consents of all third parties required to complete the Merger; (vii) The stock books and records and corporate minute books of Target; (viii) The signed resignations of all directors and all officers of Target dated and effective as of the Closing Date Date; (ix) Each of the employees of Target who accepts employment with Acquiror shall have executed and delivered to Acquiror, which may be post-Closing but shall be pre-employment, an Employee Innovations and Proprietary Rights Assignment Agreement in substantially the form attached hereto as Exhibit D, executed by such counsel and addressed to the PurchasersB; and (ivb) On the Closing Date, Acquiror and Merger Sub shall deliver the following items, as the case may be, all of which shall be in a certificate form and substance reasonably acceptable to Target offers of employment to each of the Secretary employees listed on Schedule 1.7(b). (c) On the Closing Date, the Parties shall deliver the following items to the other Parties as follows, all of which shall be in a form and substance reasonably acceptable to the receiving Party: (i) Each of the CompanyKey Employees and the Acquiror shall have executed and delivered an Executive Employment Agreement in substantially the form attached hereto as Exhibit C; (ii) Acquiror and Vivato Networks Holdings, Inc. shall have executed a License Agreement in substantially the form attached hereto as Exhibit D (the “License Agreement”); and (iii) Target, Predecessor and Acquiror shall have executed and delivered the Management Agreement in substantially the form attached hereto as Exhibit E (the “Secretary’s CertificateManagement Agreement”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issuedeliver to the Purchaser, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):Merck and Genpharm, as applicable: (i) this Agreementa stock certificate or certificates representing the Shares, including registered in the Registration name of the Purchaser or, subject to Section 13.2 hereof, its designee on the Company's books and containing no legends other than as set forth in Section 9.2 hereof and as required under the Rights Agreement and (as defined in Section 7.11 hereof); (ii) a registration rights agreement, duly executed by the management rights agreement Company, substantially in the form of Exhibit FD hereto (the "Registration Rights Agreement"); (iii) the certificates of officers of the Company referred to in Sections 5.1 and 5.2 hereof; (iv) the agreements covering the Options, duly executed by the Company; (v) the opinion of counsel referred to in Section 5.3 hereof; (vi) the Services Agreements, duly executed by the Company; (vii) the agreement of the Chairman of the Company referred to in Section 7.10 hereof; and (viii) the agreement of Kenneth Sawyer referred to in Section 7.3(e) hereof. (b) At the Closing, the Purchaser, Merck and Genpharm, as applicable, shall deliver to the Company: (i) the Purchase Price, in the form of a wire transfer of immediately available funds to an account designated by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required the Registration Rights Agreement, duly executed by the Purchaser to be held immediately prior to Closing; if notPurchaser, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company Merck and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Genpharm; (iii) a legal opinion the certificates of Company Counsel, dated as officers of the Closing Date Purchaser referred to in Sections 4.1 and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and4.2 hereof; (iv) a certificate the opinion of the Secretary of the Company, counsel referred to in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanySection 4.3 hereof; (v) the certificate Services Agreements, duly executed by Merck or Genpharm, as applicable; (vi) the agreements covering the Options, duly executed by Merck or Genpharm, as applicable; and (vii) the agreement of the Purchaser (and its Affiliates) referred to in Section 5.1(g); and (vi7.3(e) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Datehereof. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one a legal opinion of Company Counsel that the Shares, Conversion Shares and Warrant Shares, when sold and issued in accordance with this Agreement (and in accordance with the Certificate of Designation in the case of the Shares and Conversion Shares and in accordance with the Warrants in the case of the Warrant Shares), will be validly issued, fully paid, and nonassessable; (iii) a copy of the irrevocable instructions to the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a number of Shares, which shall be in either certificated or more stock certificates and warrant certificates (if physical certificates are required book-entry form, equal to such Purchaser’s Subscription Amount set forth in Schedule I hereto divided by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderConversion Price, registered in the name of such Purchaser Purchaser; (or, if the Company and such Purchaser agree, the Company shall cause to be made iv) a book-entry record through the facilities of DTC representing the Common Shares Warrant registered in the name of such Purchaser to purchase up to a number shares of Common Stock equal to one hundred percent (100%) of the amount of such Purchaser); ’s Conversion Shares set forth in Schedule I hereto, with an exercise price equal to $1.15 (iii) a legal opinion of Company Counsel, dated as such Warrants may be delivered within three Trading Days of the Closing Date and in the form attached hereto as Exhibit DDate). (v) a compliance certificate, executed by such counsel the Chief Executive Officer and addressed to the Purchasers; and (iv) a certificate of the Secretary Chief Financial Officer of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, to the effect that the conditions specified in subsections (ai), (ii), and (iv) of Section 2.3(b) have been satisfied; (vi) a certificate of the Company’s Secretary certifying as to (A) the Company’s certificate of incorporation (including the Certificate of Designation) and bylaws, (B) the resolutions adopted by of the Board of Directors approving this Agreement, the Certificate of the Company or a duly authorized committee thereof approving Designation and the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amendedhereby, and by-laws, as amended, of (C) good standing certificates with respect to the Company from the applicable authority(ies) in Delaware and (c) certifying as any other jurisdiction in which the Company is qualified to do business, dated a recent date before the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g)Closing; and (vivii) The Company shall have delivered a certificate evidencing such other information, certificates and documents as the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DatePurchasers may reasonably request. (b) On or prior to the ClosingClosing Date, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its such Purchaser’s Subscription Amount, as set forth in U.S. dollars and in immediately available fundsSchedule I hereto, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer to the account specified in accordance with the Company’s written instructionsthis Agreement.

Closing Deliveries. (a) On or prior to the ClosingClosing Date, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunderA Debenture, registered in the name of such Purchaser Investor, in the principal amount as is set forth immediately below such Investor's name on the signature pages hereto; (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares ii) A Warrant registered in the name of such Purchaser)Investor to purchase the number of shares of Common Stock as is set forth on such Investor's signature page; (iii) a legal opinion Copies of Company Counselany and all consents, dated approvals, registrations and waivers necessary or appropriate for consummation of the purchase and sale of the Debentures and the Warrants, all of which shall be in full force as of the Closing Date Date; (iv) A Registration Rights Agreement, dated of even date herewith and duly executed on behalf of the Company, to register the Warrant Shares, which Registration Rights Agreement shall be substantially in the form attached hereto as Exhibit DD (the "Registration Rights Agreement"); (v) A certificate, executed by such counsel and addressed to the Purchasers; and (iv) a certificate on behalf of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Company by its Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents Agreements and the issuance of the SecuritiesDebentures and the Warrants, (b) certifying the current versions of the articles Articles of incorporation, as amended, Incorporation and by-laws, as amended, Bylaws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents Agreements on behalf of the Company; (vvi) This Agreement, duly executed on behalf of the certificate referred to in Section 5.1(g)Company; (vii) An opinion of ▇▇▇▇▇▇▇, Street and Deinard Professional Association, the Company's counsel, dated as of the Closing Date; and (viviii) The Company shall have delivered a certificate evidencing A letter from ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to the formation and good standing Investors, in substantially the form of each Exhibit E attached hereto, agreeing to vote his shares of Common Stock in favor of the Company Agreements and any adjustments to the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days conversion price of the Closing DateDebentures. (b) On or prior to the ClosingClosing Date, each Purchaser Investor shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”):following: (i) this This Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by on behalf of such PurchaserInvestor; (ii) The Registration Rights Agreement, duly executed on behalf of such Investor; and (iiiii) its Subscription AmountThe Investor's 10% Secured Convertible Debentures, which shall be cancelled by the Company in U.S. dollars and in immediately available funds, in satisfaction of the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsPurchase Price.

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser Investor the following (the “Company Deliverables”):following: (i) this Agreementone or more stock certificates (or copies thereof provided by the Transfer Agent), including free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of Common Shares set forth opposite such Investor’s name on Exhibit A hereto under the Registration Rights Agreement and the management rights agreement heading “Common Shares”, registered in the form name of Exhibit F, duly executed by the Companysuch Investor (or its designee); (ii) one or more stock certificates and warrant certificates (if physical certificates are required or copies thereof provided by the Purchaser to be held immediately prior to Closing; if notTransfer Agent), then facsimile or “.pdf” copies free and clear of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateall restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), evidencing such number of Preferred Shares set forth opposite such Investor’s name on Exhibit A hereto under the Securities subscribed for by Purchaser hereunderheading “Preferred Shares”, registered in the name of such Purchaser Investor (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaseror its designee); (iii) a Warrant, free and clear of all restrictive and other legends (except as expressly provided in Section 4.1(b) hereof), pursuant to which such Investor shall have the right to acquire such number of Warrant Shares set forth opposite such Investor’s name on Exhibit A hereto under the heading “Warrant Shares,” registered in the name of such Investor (or its designee); (iv) approval by each applicable Trading Market of an additional shares listing application covering all of the Registrable Securities; (v) a certificate evidencing the good standing of the Company issued by the Secretary of State of the State of Delaware, as of a date within three (3) Business Days of the Closing Date; (vi) a legal opinion of Company company Counsel, dated as of the Closing Date and in the form attached hereto as of Exhibit DG, executed by such counsel and addressed delivered to the PurchasersInvestors; and (ivvii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior to At the Closing, each Purchaser the Company shall deliver or cause to be delivered to East West Bank a request to release the Company aggregate purchase price set forth on Exhibit A pursuant to the following (the “Purchaser Deliverables”): (i) this terms and conditions of that certain Escrow Agreement, including dated as of April 14, 2016, by and between the Registration Rights Agreement andCompany, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructionsEast West Bank.

Closing Deliveries. (a) On or prior to Except as otherwise indicated below, at the Closing, the Company Seller Parties shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):to Purchaser: (i) this Agreementeach of the Ancillary Agreements to which any of the Seller Parties is a party, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly validly executed by the Company;a duly authorized officer of Seller. (ii) one or more stock certificates a certificate, executed by an officer of Seller and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of dated the Closing Date), evidencing confirming on behalf of Seller that the Securities subscribed for by Purchaser hereunderconditions set forth in Sections 7.2.1, registered in the name of such Purchaser (or, if the Company 7.2.2 and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)7.2.3 have been satisfied; (iii) a legal opinion copies of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; andall Seller Third Party Consents; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the CompanyPurchased Contracts; (v) all other Purchased Assets; provided, that (A) with respect to tangible Purchased Assets, delivery shall, unless the certificate referred Parties otherwise mutually agree, be in accordance with the Transition Services Agreement and to a place specified by Purchaser by notice to Seller at a time prior to or after the Closing as the Parties mutually agree; and (B) Seller Parties may retain one copy of the Product Records included within the Purchased Assets and the Purchased Contracts (and, for clarity, prior to delivering or making available any files, documents, instruments, papers, books and records containing Product Records to Purchaser, Seller shall be entitled to redact from such files, documents, instruments, papers, books and records any information to the extent that it does not relate to the Product Business); (vi) payoff letter evidencing payoff of all bank debt pursuant to Section 6.12 and all applicable termination statements of Uniform Commercial Code financing statements (or equivalent filings in jurisdictions outside the United States) pursuant to Section 5.1(g)6.12; and (vivii) The Company shall have delivered a certificate evidencing all necessary forms and certificates complying with applicable Law, duly executed and acknowledged, certifying that the formation and good standing of each Transactions are exempt from withholding under Section 1445 of the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateCode. (b) On or prior to At the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): to Seller Parties: (i) this Agreementeach of the Ancillary Agreements to which Purchaser is a party, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly validly executed by such a duly authorized officer of Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.;

Closing Deliveries. (a) On or prior to At the Closing, the Company shall issue, Seller will deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”):following: (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, a properly completed IRS Form W-9 duly executed by the Company▇▇▇▇▇▇; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by a counterpart signature to the Purchaser to be held immediately prior to Closing; if notTransition Services Agreement, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser form attached hereto as Exhibit D (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser“TSA”); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed counterpart signature to the Purchasers; and (iv) a certificate of the Secretary of the CompanyEscrow Agreement, in the form attached hereto as Exhibit E (the “Secretary’s CertificateEscrow Agreement”); (iv) a counterpart signature to the Restrictive Covenant Agreement, dated in the form attached hereto as Exhibit F (the “Restrictive Covenant Agreement”); (v) a counterpart signature page to the Intellectual Property License Agreement, in the form attached hereto as Exhibit G (the “IP License Agreement”); (vi) counterpart signature pages from Seller and the Company to the Intellectual Property Assignment Agreement, in the form attached hereto as Exhibit H (the “IP Assignment Agreement”); (vii) original copies of the certificates representing the Company Interests, if any; (viii) irrevocable equity powers or other instruments of transfer of the Company Interests, duly executed in blank by Seller; (ix) evidence of release of all Encumbrances (other than any Permitted Encumbrances) related to the assets and properties of the Acquired Companies, and payoff letters with respect to any Indebtedness outstanding as of the Closing Date(in each case on terms and conditions reasonably satisfactory to Purchaser); (x) evidence of termination of (x) all agreements (if any) regarding voting, transfer or other arrangements related to the Company Interests that are in effect prior to the Closing, (ain each case on terms and conditions reasonably satisfactory to Purchaser); and (y) certifying all intercompany agreements between the resolutions adopted by Company and the Board of Directors of Company Subsidiary or agreements between the Company or a duly authorized committee thereof approving the transactions contemplated by Company Subsidiary on the one hand and Seller or any of its Affiliates on the other hand, as set forth on Section 2.14 of the Disclosure Schedule; and (xi) (i) certified copies of the resolutions of the Company’s board of directors (or equivalent governing body) authorizing the execution, delivery and performance of this Agreement and the other Transaction Documents agreements contemplated hereby to which each is a party and the issuance consummation of the Securitiestransactions contemplated hereby and thereby; (ii) the resignations, (b) certifying the current versions effective as of the articles of incorporation, as amended, and by-laws, as amendedClosing, of each officer and director of each Acquired Company requested by ▇▇▇▇▇▇▇▇▇; and (iii) a good standing certificate from (A) the Secretary of State of Delaware for the Company and (cB) certifying as to from the signatures and authority Secretary of persons signing the Transaction Documents and related documents on behalf State of the Company; (v) the certificate referred to in Section 5.1(g); and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of New York for the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateSubsidiary, as of a date within five dated not more than ten (510) business days of prior to the Closing Date. (b) On or prior to At the Closing, each Purchaser shall deliver will: (i) pay or cause to be delivered paid by transfer of immediately available funds to Seller the Closing Purchase Price in accordance with Section 1.5(a); (ii) pay or cause to be paid by transfer of immediately available funds the Company Transaction Expenses in accordance with Section 1.5(b); (iii) pay or cause to be paid by transfer of immediately available funds to the Company Escrow Agent the following (the “Purchaser Deliverables”):Escrow Closing Amount in accordance with Section 1.5(c); (iiv) this Agreement, including the Registration Rights Agreement and, with respect deliver to Seller a counterpart signature page to the Lead Investors, TSA; (v) deliver to Seller a counterpart signature page to the management rights agreement in Escrow Agreement from each of Purchaser and the form of Exhibit F, duly executed by such Escrow Agent; (vi) deliver to Seller a counterpart signature page to the Restrictive Covenant Agreement from Purchaser; and (iivii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable deliver to Seller a counterpart signature page hereto by wire transfer in accordance with to the Company’s written instructionsIP License Agreement.

Closing Deliveries. (a) On or prior to At the Closing, the Company Purchasers shall issuedeliver, deliver or cause to be delivered delivered, to each Purchaser the following (the “Company Deliverables”): Sellers: (i) this the Preliminary Purchase Price by wire transfer of immediately available funds to accounts of the Sellers as designated in writing by Sellers to Purchasers no later than two (2) Business Days prior to the Closing Date; provided that if the Closing occurs on a day that is not a Business Day in Canada, the Canadian Purchaser shall make the payment with respect to the Canadian Purchase Price set forth on Section 2.03(a) of the Disclosure Letter, plus interest on such amount accruing at an annualized rate of 1% (b) At the Closing, Sellers shall deliver, or cause to be delivered, to Purchasers: (i) such documentation as may be reasonably requested by Purchasers to evidence the transfer of the Equity Interests to Purchasers; (ii) the Reciprocal Transition Services Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to ClosingSellers; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counselthe First Amendment to the DST Application Services Agreement, dated as of the Closing Date Date, in the form attached hereto at Exhibit C; (iv) the First Amendment to the Output Application Services and Source Code License Agreement, in the form attached hereto as Exhibit D, executed by such counsel and addressed ; (v) the Second Amendment to the Purchasers; and (iv) a certificate of the Secretary of the CompanyMaster Services Agreement, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g)E; and (vi) The Company shall have delivered a certificate evidencing the formation and good standing of resignation letters from each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of Statedirectors, as of a date within five (5) business days executive officers and/or managers of the Closing Date. Target Companies; (bvii) On or prior the officer's certificate required pursuant to Section 6.02(e); (viii) following receipt of the ClosingPreliminary Purchase Price, each Purchaser shall deliver or cause to be delivered to a receipt for the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit Fsame, duly executed by such PurchaserSellers; (ix) a statement, meeting the requirements of Section 1.1445-2(b)(2) of the Treasury Regulations, to the effect that U.S. Seller is not a "foreign person" within the meaning of Section 1445 of the Code and the Treasury Regulations thereunder; (x) documentation reasonably satisfactory to Purchasers to evidence the release of the U.S. Target and its Subsidiaries from the Receivables Purchase Agreement and obligations thereunder; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more a Preferred stock certificates and warrant certificates (if physical certificates are required certificate, executed by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, Company and registered in the name designated by such Purchaser in the Securities Questionnaire included as Exhibit C-2 hereto, in the stated amount set forth on the signature page for such Purchaser attached hereto; provided, however, that the receipt of such Purchaser (or, if Preferred shall be conditioned on the Company and receiving a completed Securities Questionnaire from such Purchaser agree, no later than one (1) Business Day prior to the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)Closing Date; (iii) a legal opinion facsimile copy of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit Da Warrant, executed by the Company and registered in the name designated by such counsel and addressed Purchaser in its Securities Questionnaire, pursuant to which such Purchaser shall have the right to acquire up to a number of Warrant Shares equal to 75% of such Purchaser’s Conversion Shares on the Closing Date, with an initial exercise price equal to $0.64 per share, with the original Warrant to delivered within three (3) Trading Days of Closing; provided, however, that the receipt of such facsimile shall be conditioned on the Company receiving a completed Securities Questionnaire from such Purchaser no later than one (1) Business Day prior to the Purchasers; andClosing Date. Warrants shall be exercisable immediately and have a term of exercise equal to five (5) years. Participants in the Initial Closing will also receive a facsimile copy of a First Closing Warrant, executed by the Company and registered in the name designated by such Purchaser in its Securities Questionnaire, pursuant to which such Purchaser shall have the right to acquire up to a number of First Closing Warrant Shares equal to 3.64 per Unit, with an initial exercise price equal to $0.64 per share; (iv) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company, in the form attached hereto as Exhibit D; (v) the certificate Compliance Certificate referred to in Section 5.1(g5.1(h); and; (vi) The Company shall have delivered a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of the State of Illinois, as of a date within five fifteen (515) business days Business Days of the Closing Date; and (vii) a certificate evidencing the good standing of the Company issued by the Secretary of State (or comparable office) of each jurisdiction in which the Company is qualified to do business as a foreign corporation, as of a date within fifteen (15) Business Days of the Closing Date other than those jurisdictions in which the failure to so qualify would not have a material adverse effect on the business or operations of the Company. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription AmountPurchase Price, in U.S. United States dollars and in immediately available funds, in the amount indicated set forth below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price” by wire transfer in accordance with to the Company’s written instructions, as set forth on Exhibit F attached hereto; and (iii) a fully completed and duly executed Accredited Investor Questionnaire, satisfactory to the Company, and Securities Questionnaire in the forms attached hereto as Exhibits C-1 and C-2, respectively.

Closing Deliveries. (a) On The Buyer shall have received at or prior to the ClosingClosing such documents, instruments or certificates as the Buyer may reasonably request including, without limitation: (a) the stock certificates representing the Shares and the U.K. shares duly endorsed in accordance with Subsection 1.01 of this Agreement (together with any lost stock affidavits provided to the Company by the Parent); (b) a copy of the Election to Reattribute Losses in the form executed by the Company and the Parent; (c) such certificates of the Company's officers and such other documents evidencing satisfaction of the conditions specified in this Section 6 as the Buyer shall reasonably request; (d) a certificate of the Parent's officers and such other documents evidencing satisfaction of the conditions specified in this Section 6 as the Buyer shall reasonably request; (e) a certificate of the Secretary of State of the State of California as to the legal existence and good standing (including tax) of the Company in California; (f) a certificate of the Secretary of State of the State of New York as to the legal existence and good standing (including tax) of the Parent in New York. (g) certificates of the Secretary of the Company attesting to the incumbency of the Company's officers, the Company shall issueauthenticity of the resolutions authorizing the transactions contemplated by this Agreement, deliver or cause and the authenticity and continuing validity of the charter documents delivered pursuant to be Subsection 3.01; (h) certificates of the Secretary of the Parent attesting to the incumbency of the Parent's officers, the authenticity of the resolutions authorizing the transactions contemplated by this Agreement, and the authenticity and continuing validity of the charter documents delivered pursuant to each Purchaser the following (the “Company Deliverables”):Subsection 3.01; (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) one or more stock Estoppel certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser); (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed B from each lessor from whom the Company or any Subsidiary leases real or personal property consenting to the Purchasersacquisition of the Shares by the Buyer and the other transactions contemplated hereby, and representing that there are no outstanding claims against the Company or such Subsidiary under such Lease; provided, however, that the parties agree that such estoppel certificates may be delivered after Closing but before November 15, 1999, if not reasonably available at the Closing, provided that if not delivered to the Buyer by November 15, 1999, the Parent agrees to indemnify the Buyer against any Losses (as defined in Section 8.1) arising out of the failure of any assertions in the form of estoppel certificate to be complete and correct. (j) written resignations of all members of the Company's Board of Directors; (k) the corporate minute books of the Company and all corporate seals; and (ivl) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as of the Closing Date, (a) certifying the resolutions adopted cross receipt executed by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement Buyer and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles of incorporation, as amended, and by-laws, as amended, of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (v) the certificate referred to in Section 5.1(g)Parent; and (vim) The Company shall have delivered a certificate evidencing if requested by the formation and good standing of each of Buyer, (i) the Company and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing Date. (b) On or prior Subsidiaries will delivery to the Closing, each Purchaser shall deliver or cause to be delivered Buyer and to the Company Internal Revenue Services notices that the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in Securities are not a "U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer real property interest" in accordance with the Company’s written instructionsTreasury Regulations under Section 897 and 1445 of the Code, or (ii) the Parent will delivery to the Buyer certificates of non-foreign status in accordance with the Treasury Regulations under Section 1445 of the Code.

Closing Deliveries. (a) On or prior to the Closing, the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) this Agreement, including the Registration Rights Agreement and the management rights agreement in the form of Exhibit F, duly executed by the Company; (ii) facsimile copies of one or more stock certificates certificates, free and warrant certificates clear of all restrictive and other legends (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Dateexcept as provided in Section 4.1(b) hereof), evidencing the Securities Shares subscribed for by such Purchaser hereunder, registered in the name of such Purchaser Purchaser, with the original Stock Certificates delivered within three Trading Days of Closing; (oriii) facsimile copies of one or more Warrants, if executed by the Company and such Purchaser agree, the Company shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser, pursuant to which such Purchaser shall have the right to acquire such number of Warrant Shares equal to 50% of the number of Shares issuable to such Purchaser pursuant to Section 2.2(a)(ii), rounded up to the nearest whole share (provided, however, that in the event any Purchasers are Affiliates of each other, all Shares purchased by such Purchasers shall be aggregated together for the purpose of determining the aggregate number of Warrant Shares subject to all Warrants purchased by such Purchasers), on the terms set forth therein, with the original Warrants delivered within three Trading Days of Closing; (iiiiv) a legal opinion of Company Counsel, dated as of the Closing Date and in form reasonably acceptable to the form attached hereto as Exhibit DPurchasers, executed by such counsel and addressed to the Purchasers; andPurchasers and the Placement Agent; (ivv) the Registration Rights Agreement, duly executed by the Company; (vi) duly executed Irrevocable Transfer Agent Instructions acknowledged in writing by the Transfer Agent instructing the Transfer Agent to deliver, on an expedited basis, a certificate evidencing a number of Shares equal to such Purchaser’s Subscription Amount divided by the Purchase Price, registered in the name of such Purchaser; (vii) a certificate of the Secretary of the Company, in the form attached hereto as Exhibit E Company (the “Secretary’s Certificate”), in form reasonably acceptable to the Purchasers, dated as of the Closing Date, (a) certifying the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving the transactions contemplated by this Agreement and the other Transaction Documents and the issuance of the Securities, (b) certifying the current versions of the articles certificate of incorporation, as amended, and by-laws, as amended, laws of the Company and (c) certifying as to the signatures and authority of persons signing the Transaction Documents and related documents on behalf of the Company; (vviii) the certificate Compliance Certificate referred to in Section 5.1(g5.1(i); and; (viix) The Company a Lock-Up Agreement, substantially in the form of Exhibit D hereto (the “Lock-Up Agreement”) executed by each person listed on Exhibit E hereto, and each such Lock-Up Agreement shall have delivered be in full force and effect on the Closing Date; (x) a certificate evidencing the formation and good standing of each of the Company and the Bank in North Carolina issued by the North Carolina Secretary of StateState of the State of Delaware as of a date within five business days of the Closing Date; (xi) a certificate evidencing the Company’s qualification as a foreign corporation and good standing issued by the Secretary of State of the State of California as of a date within five business days of the Closing Date; and (xii) a certified copy of the certificate of incorporation of the Company, as certified by the Secretary of State of the State of Delaware, as of a date within five (5) business 10 days of the Closing Date. (xiii) a comfort letter from the Company’s auditors addressed to the Placement Agent, in form and substance reasonably satisfactory to the Placement Agent in all material respects. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following following, with respect to such Purchaser (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and; (ii) its Subscription Amount, in U.S. United States dollars and in immediately available funds, in the amount set forth as the “Purchase Price” indicated below such Purchaser’s name on the applicable signature page hereto under the heading “Aggregate Purchase Price (Subscription Amount)” by wire transfer in accordance with to the Company’s written instructions.Escrow Account, as set forth on Exhibit C attached hereto; (iii) the Registration Rights Agreement, duly executed by such Purchaser; and

Closing Deliveries. (a) On The Buyer shall have received at or prior to the ClosingClosing such documents, instruments or certificates as reasonably necessary to consummate the Company shall issue, deliver or cause to be delivered to each Purchaser the following (the “Company Deliverables”): (i) transactions contemplated by this Agreement, including including, without limitation: (a) the Registration Rights Agreement and stock certificates representing the management rights agreement Shares duly endorsed in the form accordance with Section 1.01 of Exhibit F, duly executed by the Companythis Agreement; (iib) one or more stock certificates and warrant certificates (if physical certificates are required by the Purchaser to be held immediately prior to Closing; if not, then facsimile or “.pdf” copies of such certificates shall suffice for purposes of Closing with the original stock certificates to be delivered within three Business Days of the Closing Date), evidencing Company's officers and of the Securities subscribed for by Purchaser hereunder, registered in the name of such Purchaser (or, if the Company Stockholders and such Purchaser agree, other documents evidencing satisfaction of the Company conditions specified in this Section 8 as the Buyer shall cause to be made a book-entry record through the facilities of DTC representing the Common Shares registered in the name of such Purchaser)reasonably request; (iii) a legal opinion of Company Counsel, dated as of the Closing Date and in the form attached hereto as Exhibit D, executed by such counsel and addressed to the Purchasers; and (ivc) a certificate evidencing the existence and good standing of the Company issued by the Secretary of State of Illinois; (d) certificates of the Secretary of the Company, in Company attesting to the form attached hereto as Exhibit E (the “Secretary’s Certificate”), dated as incumbency of the Closing DateCompany's officers, (a) certifying the authenticity of the resolutions adopted by the Board of Directors of the Company or a duly authorized committee thereof approving authorizing the transactions contemplated by this Agreement Agreement, and the authenticity and continuing validity of the charter documents delivered pursuant to Section 3.01; (e) where consent to the transaction is required by the Leases in Tennessee, Illinois, California, or Texas, estoppel certificates from each lessor from whom the Company or any Subsidiary leases real or personal property consenting to the acquisition of the Shares by the Buyer and the other Transaction Documents transactions contemplated hereby, and representing that to the knowledge of the applicable landlord there are no written notices of defaults against the Company or such Subsidiary under such Lease; (f) where consent to the transaction is required by the applicable Lease, estoppel certificates from each tenant to whom the Company or any Subsidiary leases real property consenting to the acquisition of the Shares by the Buyer and the issuance other transactions contemplated hereby, and representing that to the knowledge of the Securities, applicable tenant there are no written notices of defaults against the Company or such Subsidiary under such Lease; (bg) certifying certificates of appropriate governmental officials evidencing the current versions of the articles of incorporation, Company's and LLC's qualification to do business as amended, a foreign corporation and by-laws, as amended, good standing of the Company and LLC in each jurisdiction listed in Schedule 3.01; (ch) certifying as to the signatures and authority written resignations of persons signing the Transaction Documents and related documents on behalf all members of the Company's Board of Directors; (vi) the certificate referred to in Section 5.1(g)original corporate minute books of the Company and all corporate seals; and (vij) The Company shall have delivered a certificate evidencing cross receipt executed by the formation and good standing of each of the Company Buyer and the Bank in North Carolina issued by the North Carolina Secretary of State, as of a date within five (5) business days of the Closing DateStockholders. (b) On or prior to the Closing, each Purchaser shall deliver or cause to be delivered to the Company the following (the “Purchaser Deliverables”): (i) this Agreement, including the Registration Rights Agreement and, with respect to the Lead Investors, the management rights agreement in the form of Exhibit F, duly executed by such Purchaser; and (ii) its Subscription Amount, in U.S. dollars and in immediately available funds, in the amount indicated below such Purchaser’s name on the applicable signature page hereto by wire transfer in accordance with the Company’s written instructions.